Spiders, Time Lords, And Timey Wimey Mischief
by AliciaRoseFantasy
Summary: When a mysterious blue box appears on the top of a building, Spider-Man ends up with more to deal with than just the bunch of weirdos within it. As old enemies return and lives are at stake, can our heroes work together to save the day?
1. Chapter 1

**Hello everyone :)**

 **Just so you know this story is set between the 5th and 6th series of Doctor Who. And my version of Spider-Man is not connected to any other stories and is influenced by a little bit of everything. Enjoy :)**

 **Disclaimer: I do not own Doctor Who or Spider-Man and I do not claim to. They are owned by the BBC and Marvel.**

 **...**

' _Vwarp, vwarp'_ went the familiar sound of the TARDIS as Amy Pond leaned against the console, watching as the centre piece moved up and down, perfectly in time with the sound of the ancient alien engines as they flew through time and space. The TARDIS, standing for Time and Relative Dimensions in Space, is a Time Machine owned by her old friend the Doctor, who just so happens to be an alien from outer space, a Time Lord from the planet Gallifrey, but better known to Amy as a mad man with a box, (and a very awesome box at that), her raggedy man. You see, Amy has known the Doctor since she was a very little girl, ever since when he'd come crash landing in her back yard in his little blue box to rescue her. When he suddenly disappeared, she had waited for him to return, and many years later, he did.

"Amy, have you seen my other shoe?" came the lovable voice of her husband, Rory, from across the console room.

"No Rory, I have not seen your shoe, how do you lose a shoe in here?" came Amy's reply.

"They're my brand new ones. I got them in 2025 when we went on that shopping trip - that _you_ dragged me into, and have you seen this place, it's huge, I could lose myself for weeks in these corridors," Rory rambled on, while noticeably walking around slightly awkwardly with one shoe on.

Amy sighed at her husband in her typically annoyed manner. "Oh come on, I'm sure you can find it, did you look under my pile of clothes on the floor?" she suggested.

"No I did not look under the wife's pile of clothes," Rory mumbled to himself as he turned to walk back to their room.

"...Or under the bunk beds, or in the back of the 'bigger on the inside' wardrobe," Amy yelled after him.

"Yeah I get it," he yelled back, "but if I don't find it, don't expect me to walk around on some planet somewhere with only one shoe," he said, as he disappeared around the corner.

Amy rolled her eyes before focusing her attention on the figure that had been messing around clumsily on the other side of the console. "So, where are we going?" she asked the Doctor, skipping lightly around the console to get a better look at what he was doing. He was madly fiddling around with all the different levers, switches and dials. Some of the lights on the console were flashing and the TARDIS made an odd noise that sounded suspiciously like she wasn't too happy about something.

"New York," he said cheerily, while messing around with something that looked oddly much like an old toaster.

"Oh, ok, when in New York?" she asked, while staring at the toaster.

"Uh, I don't know," he said unsurely, pulling a sheepish face. "Time's gone wobbly," he continued, while tapping the flat screen that was crackling a little with static. He then pulled a confused and questioning face, before suddenly ducking down beneath the console and pulling bits open. Wires quickly fell out everywhere. The TARDIS shuddered slightly as he began to work.

"What do you mean wobbly? Time's always wobbly with you," she said as a matter of fact while leaning sideways against the console, crossing her arms as she watched him work feverishly.

"Like I don't know wobbly, something's gone weird with the space time continuum. We could literally turn up anytime, anyplace. Which in this case just happens to be New York in a time I'm not familiar with, and the TARDIS is going crazy," he said, practically hidden amongst all the tangled wires. He paused and then slowly came out, standing back up with a look of realization on his face, almost as if a light bulb had turned on just above his head. "But at the same time it's like she's bringing us here on purpose," he continued. "What are you doing old girl, hey?" he said, turning to the console and stroking it, deeply in thought.

Amy just gave him a weird look before the TARDIS shook again.

"Doctor what's going on?" said Rory as he came into the console room, now having found his elusive shoe. "The TARDIS keeps shuddering and I swear there was something weird going on with the corridors," he said, pointing behind him to where he'd just been.

"He says time's gone wobbly," informed Amy, leaning in his direction slightly.

"Oh, right and that makes a _lot_ of sense" he said, coming up next to them and putting his arm around Amy, only to practically jump out of his skin as a shrill alarm blared through the speakers around them.

"Ah, that's not good," said the Doctor, while looking up at the ceiling. There was a strange noise before all the lights went out. "That's really not good," the doctor continued from the darkness as the TARDIS then groaned loudly before the whole place began to shake like a giant earthquake. "Get down!" the Doctor's voice could be heard yelling out along with the sounds of their panicked screams echoing around the room.

...

The sun shone down bright and golden from the vast deep blue sky, reflecting perfectly in the glossy glass window of a large sky scraper the breathtaking view of the metal skyline of New York City. The high tips of the buildings sparkled as the metal caught the early morning light, and the Empire State Building in all its glory could be seen dwarfing the ocean of skyscrapers at the heart of the city.

A cluster of pigeons suddenly flew off cooing and flapping their wings as a shimmery white strand came out of nowhere and attached itself up above on the building. The image then disappeared as a dark shadow resembling a man passed by, momentarily blocking out the sun.

Spider-Man was not having a good morning. He'd had a terribly hectic week of studying for the countless amount of tests and exams he'd had to complete for his senior year, that he'd completely forgotten to help Aunt May paint the house, meaning, to his worry, that she'd done it all by herself. And then, to make matters worse, right when he'd been ready to crash for the weekend there had been a never-ending number of small crimes, muggings and thefts all night long last night, so he'd had little to no sleep and was completely and utterly exhausted.

He was just glad it was a Saturday, meaning he had nothing better to do than swing around town clad in his fancy dancy, red and blue spandex spidey suit, and mope about everything that was wrong with his life. Yeah, mope, that sounded like a good plan. Seriously though, sometimes he wondered if someone was out to get him, his life was just that messed up. I mean, come on, is swinging high above people's heads on nothing but thin strands of webbing, dressed up like a spider normal? Yeah, didn't think so.

To the view of your average spectator's eye he was a spectacular sight to behold as he swung through the city, weaving with perfect accuracy around buildings, through alleyways and over and under fire escapes with flawless grace. Leaping and flipping with the slight thump of his hands and feet, and the thwip of his web shooters being the only sounds he made as he whooshed past.

With a large swinging arc he whizzed around a corner and straight over the busy main streets of New York. Instantly the sights, sounds and smells of the overly active city greeted his enhanced senses.

Cars were moving to and fro like a wave beneath him and yellow taxi cabs honked their horns in frustration. The chatter of many people could be heard as they went about their daily routines, either rushing to work, having a chat with a friend at one of the local coffee shops, or touring the place as tourists. He could smell the delicious food being cooked in the many different restaurants that lined the streets as it wafted up to greet him in the air, and couldn't help but let it bring a small smile to his masked face.

Despite its unpleasantness, this was home, and the people down there on the streets were the ones he swore to protect, day and night, from the evils of this world as best he could. And despite how bad his life got, he would never give up on that.

At the height of his swing he let go of his web line and performed a perfect triple spin and posed in mid air, before diving head first towards the ground with his arms by his side. He shot off a new web line before he got too close to the ground and swung in really low through the traffic. In response, many bystanders noticed him and he received many gasps of both surprise and awe.

To the people of this city Spider-Man was quite an icon, a marvelled mystery often discussed by many people of all walks of life. Some appreciated him and some hated him. But unfortunately, he always felt the weight of the latter. It was one of the downfalls of being Spider-Man and living the life he led. Not everyone will trust you, and that always weighed heavily on Spidey's mind.

He felt the breeze rush past him as he ascended up towards the sky once again and performed a wonderful series of acrobatic back flips. The sun lit up his brightly coloured outfit, making him stand out to the people below and his big, white, friendly bug eyes reflected as he swung over the streets with inhuman ability, continuing his acrobatic show all along the way. Now normally he would be whooping and yelling with joy, but not today. Today he had one specific destination in mind.

He began to slow down as he neared his goal, turning off the main roads and swinging down some smaller streets. Flipping slowly over in the air he shot a web to the top of a building and somersaulted onto a large brown gargoyle where he perched on its back in a crouch, with both his arms and legs beneath him.

"Hiya Bruce, did ya miss me?" he asked, giving the silent gargoyle a pat on its ugly dog-like head. He then gazed up over the streets from his position perched up high on the ledge.

He often came here to just mull over his thoughts. He found it a good place to just sit and think. Bruce, the gargoyle, posed as a perfect vent for him to tell his problems to, or to just have conversations with. Its inability to reply was surprisingly therapeutic, as he'd solved a lot of his problems up here just talking to it.

Spidey let out a great big sigh and looked back down at the gargoyle. "So, what should I do, hey Brucie?" he asked. Bruce was just silent, as usual. "Hmm," Spidey mumbled to himself. He then lowered his head. "Everything's just too much, I can't deal with it all at once," he complained. "I'm running around like a chook with its head chopped off, or, more like a spider with its head chopped off," he joked, scoffing slightly. "I just don't know how I'm supposed to balance all my responsibilities, and I'm so worried about Aunt May," he said miserably. After that, he just sat there for a few minutes, silently.

"Come on! Can you please just give me some sort of assistance! I'm drowning down here!" He suddenly yelled up at the sky, startling a few more pigeons.

Just then, his spider-sense went off. It was just a light buzz in the back of his head at first along with a strange wheezing sound like a hundred trumpeting elephants behind him. "Oh, what now," he moaned, before it suddenly started to increase in magnitude.

"Ahhhhhhhhh!" he yelled at the top of his lungs in a high pitched scream, as his spider-sense exploded in his head and he fell off the gargoyle, hanging upside down beneath it by a single thread of web, while swaying from side to side dramatically. He had his legs both clasped to the web above him while his hands gripped the thin line.

His bouncy swaying began to slow down before coming to a stop, and his spidey-sense stopped pounding in his skull. As soon as he came to his senses, he looked up his body and web line to the gargoyle on the edge of the building.

He was quite surprised to find a big, blue police box sitting right behind his gargoyle on the edge of the building, which he swore was not there a minute ago. After a few minutes of debating and no activity from the box, he decided to slowly creep up the web, and take a look.

 **Thanks for reading :)**


	2. Chapter 2

**Hey, here is chapter 2 :) Enjoy!**

 **Disclaimer: I do not own Doctor Who or Spider-Man**

 **...**

Inside the TARDIS, Amy, Rory and the Doctor all proceeded to slowly get up from their hastily established positions (either holding onto the railing or sprawled out on the floor) that they had acquired in the chaos as the TARDIS had violently crash landed, causing a massive jolt throughout the console room, and knocking them off their feet.

"Euh, what was that?" Amy questioned, as she stood up on wobbly legs from her position on the floor.

"Uh, yeah I think we crash landed," answered Rory in a strained voice, who was propping himself up against the railing he had been clinging to for dear life, just moments earlier.

"You think," Amy replied sarcastically while stretching her back. "Doctor?" she then called, while looking over at the console to find the doctor hoisting himself up to its edge before proceeding to madly tug and pull at the many different controls which, predictably, produced no response. He then reached up and flicked the screen which was only showing plain static.

"Ah...what Rory said," he replied sheepishly.

"Well, where are we then?" Rory asked.

"Like I said before, New York," The Doctor replied simply, looking over at them.

"Oh, well that's not so bad then," Rory said, cheering up somewhat.

"Well, that's the thing," The Doctor replied. "It's a parallel universe, and you can never underestimate those," he said. "The last time I crash landed in a parallel universe, London had giant zeppelins flying around in the sky and Cybermen were planning to convert the entire human race, through controlling them with earpieces which directly uploaded the latest news into their brains. You humans, always desperate for the latest upgrade," the Doctor rambled, many different expressions passing over his face as he talked.

"Hey," Amy protested loudly.

"...Not to mention people were alive who should've been dead." the Doctor continued, ignoring Amy's comment. "It's like a dangerous candy land," he then concluded, before focusing his attention and looking back at them.

"What?" he asked, after a few seconds of staring.

"Oh come on Doctor, don't be such a spoil sport, I'm sure it's fine," Amy said, stretching out the last word with a wave of her hand in dismissal.

"Um, a...are you sure? I don't fancy being shot at or blown up or anything," Rory babbled nervously.

"Yeah, come on my big brave Centurion. You're not scared are you?" Amy teased, while wrapping an arm around Rory's shoulders and dragging him along towards the doors with her.

"Eh, no I'm not scared, just cautious." Rory convinced himself, nodding his head slightly.

"Are you coming Doctor?" Amy yelled back over her shoulder at the Doctor, who was standing leaning on the console with a startled, hurt little boy's face, while watching the events unfold.

"Umm, Doctor?" Rory looked back, pleading with his eyes for assistance.

"Yeah coming, just let me get my coat," the Doctor replied, before spinning off on his heel to collect his coat from wherever he'd left it.

"Ok then, come on Rory," Amy said, smiling, while giving Rory a push in the back towards the door.

"Alright, alright I'm going, I'm opening the door and hopefully _not_ getting shot at," he said, looking back at her while swinging the doors open. He then turned around to step out, only to ram head first into something hard and solid. A loud startled yelp could be heard, and then Rory went staggering back several steps.

He grabbed his forehead that was throbbing with pain and, after a few seconds, cautiously walked back to the door again. At first he didn't see any evidence of what he'd smashed into, only discovering that they were indeed in New York, right on the edge of a building in fact. For a second he stood there in alarm, before letting out a sigh of relief that he hadn't stepped forward any further and fallen over the edge, only to 'die' once again. He silently thanked whatever prevented him from falling, but at the same time felt concern that he couldn't find it, and was worrying about what it was.

He gazed out over the city for a second, hearing the hustle and bustle of the people on the streets below and the sound of heavy traffic not too far away, with a light breeze rustling past him. He didn't notice anything different or out of place about the city at first. It looked just like the New York of the 21st century. He gazed closer, looking for something out of place that suggested that this was indeed a parallel universe or different reality, but he couldn't see anything along those lines.

"Doctor, I can't see any sign of this being a different world to ours, it just looks the same" Rory yelled back inside the dark TARDIS.

"Oh it's there Rory, don't let your eyes deceive you," the Doctor replied from somewhere within. Rory had no idea what the Doctor was doing.

"Ok," Rory said, shrugging, before a moan suddenly sounded from somewhere close by and he froze still in his spot, a cold shiver running down his spine. Slowly, he turned his head down directly below him to notice that there was a brown gargoyle hanging over the edge of the building, and his eyebrows rose so high his eyes practically popped out of his head, they widened so much.

A small red and blue figure sat crouched low on the gargoyle, rubbing its forehead and shaking its head from side to side every now and then in obvious pain, looking downwards as if it had fallen there recently. It soon confirmed that theory as it began to push itself upwards into more of a sitting position, with its legs perched beneath it and elbows resting on its knees. It shook its head one more time with another drawn out moan, before slowly looking up at Rory, revealing a pair of large, unmistakable, white bug eyes.

Rory had found the source of his sore forehead and the startled yelp that sounded from before, and instinctively took a step back in shock. Any thoughts of this place being at all normal left his mind in an instant as he stared back open-mouthed at the reflective lenses.

The figure seemed just as surprised to see him as he did it, and very slowly began to stand up straight, directly in front of him on the gargoyle, revealing the lean and slender build of a young man clad in a full spandex body suit. He had red boots on his feet that trailed up to mid calf, blue clad legs and a band of red that went around his waist. A stripe of red trailed up the middle of his belly before widening out at the chest and over his shoulders, trailing down the outside of his arms and down to his red gloved hands. His slender neck was fully clad in red, as well as his head, which was covered in a full face mask.

The familiar white eyes now looked almost directly back at him, standing slightly shorter then Rory. A black web pattern went over all the red on his costume, and everywhere else was a deep blue. The image of the iconic small black spider sitting in the middle of his chest gave the final touch, the large red one hidden on his back. For standing in front of him, was none other than the iconic form of Spider-Man, the rich and bright colours standing out from a mile away.

Spidey just stared silently back at Rory, his masked eyes unblinking.

"Ah, mmm, err," was all Rory was able to utter from his stunned vocal chords as he stared open mouthed at Spidey while pointing a shaking finger at his chest.

"Rory, what is it?" Amy's concerned voice sounded from behind him, causing Spidey's head to move just slightly, as he tried to see in behind Rory, and where the voice was coming from.

' _Surely more than one person couldn't possibly squeeze into that box, could they?_ ' Spidey thought to himself as he tried to look within the black interior of the box. His spider-sense tingled lightly in the back of his head, alerting him to another person's presence just before a mop of fiery red hair, followed by the face of a beautiful young woman emerged next to the man, and he jumped slightly in surprise. Spidey felt more and more awkward the longer the man stared at him, and was beginning to feel even more uncomfortable due to the shock of things. The added, similarly weird response of the woman didn't help much.

"Oh, goodness," Amy exclaimed in surprise as her eyes noticed the fact that they were standing on the edge of a building, as well as the strange man standing before her. Instantly her eyes trailed up and down his form in a rather awkward manner. "What do we have here, bug man?" she said after a minute.

Spidey just continued to stare at them in silence.

"Hmm," she said to herself, before Spidey suddenly lifted his hand and cleared his throat, startling both of them and breaking the silence.

"You know, that's one fancy trick with the magically appearing blue box and all, but, do you need a hand down?" he asked, motioning to the fact that they were standing in a rather precarious position on the edge of a roof.

"Ahhh," was the only response Rory could mutter.

 **...**

 **Yay, yay, yay! Thankyou sooo much for all the views, follows and those two precious favs. I really appreciate it. You have no idea how much it means to me!**

 **Now, I have already written and edited this story, so all I have to do now is post it. Which I will be doing once a week :) So...I hope you're ready to go on a journey :P Hehe**

 **See you next week :)**


	3. Chapter 3

**Yay! New chapter :) I had a lot of amusement when I wrote this one, hehe :P**

 **Disclaimer: I do not own Doctor Who or Spider-Man. These characters are not my own. I'm just having some fun with them :)**

 **...**

"Doctor, there's a strange bug man at the door." Amy yelled warningly back at the Doctor, "and..., he's freaking Rory out," she added, while giving the motionless Rory a poke, causing him to sway slightly. He still had this 'fish out of water' look on his face.

Spider-Man sighed and his shoulders slouched heavily. "Bug man, really?" he said, pointing both hands to his chest, "how many times do I have to tell people, it's arachnid, a-rach-nid. Doesn't the Spider on my chest and the webbing give it away?" he asked, motioning to the said things as he spoke.

Amy just looked at him funny.

"Huhh, guess not, well, that worked well," he said, practically babbling to himself, seemingly disappointed.

"Now, now Rory, don't be rude, I'm sure he can't help it, there are many different species in the universe that resemble bugs, many of them rather friendly actually, you just need to respect them. I know some can have some rather unpleasant habits, but I'm sure he won't kill you... probably," the Doctor's voice traveled out from within the TARDIS.

Now, if Spidey's eyebrows could rise any higher under the mask he was sure it would show, as he'd heard every word of that, and he was not pleased.

"Hey!" he said, "I resent that! And I am _not_ unpleasant, _nor_ am I from outer space. This is a warm and cuddly spider who prefers to stay close to home," Spidey quipped, while giving himself a hug, trying to look cuddly. "Now, do you and your _friend_ back there want to get down or what?" he asked, looking impatient.

"Doctor?" Amy yelled again.

"Coming, coming just gotta, get this right," the Doctor's reply came, closer this time, along with the sound of his Sonic Screwdriver, clanging items and mumbled gibberish.

Spidey just stood there with his arms crossed, until he seemed to realise something. "Hold on, wait..., did you just say, Doctor?" he asked curiously, while leaning forward slightly. But he was interrupted when Rory suddenly took the opportunity to grab his arm, and pull it towards himself, with a look of absolute fascination on his face, appearing to look at it closely and feel it, finding out that it was indeed... real.

"Hey, hey, hey," Spidey complained. "Not creepy, not creepy at all," he said, whining and pulling his arm back.

"It's...i... it's" Rory stuttered.

"Yes, it's a giant bug Rory, I never knew you were so interested," Amy said fondly at her stumbling husband, giving him a pat on the head, teasingly.

"Bu... but it's my childhood hero," he blurted finally, breathing heavily.

"What?" Amy said, suddenly snapping her head back to look at him in surprised confusion.

Spidey cocked his head on one side slightly, a little curious and taken aback by what the man had said.

"But, that's impossible," Rory said, "He's not real." He pointed at Spidey. "He can't be real!" He then shook his head. "Amy, please tell me I'm not going crazy and that he's not there," Rory asked her, squeezing his eyes shut and holding his head.

Amy just pulled a frown and glanced back at Spidey, looking a little uneasy.

"What is it Rory?" she asked intently, looking back at him and putting a hand on his shoulder.

"Ah, I'm still here you know," Spidey said, and Rory opened his eyes again.

"Well, it's... it's Spider-M..." he started to say, but he never finished his sentence, because in his shocked state he had stepped forward just slightly, his foot slipping over the edge of the TARDIS.

Everything slowed down for Spidey in an instant, as his spider-sense erupted into life. He could see everything in slow motion as Rory began to slip over the edge of the doorway. Every detail and every possible outcome came to him instantaneously, and he immediately poised into action and began to reach his arm out towards Rory. He could vaguely hear Amy desperately calling the man's name, and the heart wrenching need to save him commanded over his thoughts.

He could see Amy make a feeble attempt to catch Rory before he completely toppled over, in the corner of his sight, and he began to lean forward as he slowly left the edge of the gargoyle after the man. In an instant, his arm wrapped around Rory as he half fell, half leaped after him. Turning in a full front flip, looking upwards, he stretched out his left arm, pointing his wrist back up towards the gargoyle and pressed both his middle and ring finger to his palm. A thin, white stream of web shot out from his wrist and attached itself to the gargoyle, and they were pulled to an abrupt halt, hanging off the edge.

Rory was breathing in panicked gasps and had clung on to Spidey's shoulders. And for the second time that day, Spidey found himself hanging off Bruce.

"You okay?" Spidey asked Rory, bringing him back to his senses.

"Yeah, yeah I think so," Rory breathed, seeming to relax a bit.

"Rory!" Amy yelled from above, kneeling in the doorway, causing them both to look up.

"I'm alright!" Rory yelled back at her.

Amy let out a long breath she'd been holding in response. "Oh thank God," she said, "Don't you ever do that again, nearly gave me a heart attack," she told him, in obvious distress.

"Not planning on it, nearly gave me one too," Rory replied, sarcastically.

"It's not funny Rory," Amy responded.

"No, I know," he replied, in all seriousness, nodding.

After a few seconds, Amy addressed Spidey. "Thank you, for saving my husband," she said.

"No problem," Spidey replied back with a small nod, earning a smile.

"But, if you don't mind, how _did_ you do that?" she then asked him with a curious look.

Spidey just appeared to think for a second before looking back down at Rory and hefting him up higher. "I think we oughta get you somewhere safe," he simply said.

"Uh, that would be a good idea," Rory agreed, before Spidey started to climb back up the web, and proceeded to pull them both up and over the side of the building and onto the roof, where he gently set Rory down on the floor, against the side of the TARDIS.

"Thanks," Rory said simply, before Spidey then hopped round and onto the gargoyle again.

"Shall I give you a lift ma'am?" Spidey asked Amy, while holding his arms out to her. "I promise I don't bite," he added, moving his head to the side and back slightly as he did.

"You sure? You don't have like, Spider venom or something, do you?" she asked, while looking mildly hesitant, glancing down over at the height.

Spidey chuckled deep in his chest. "No, I don't have venom, I promise," he said, while wiggling his fingers at her.

"It's alright Amy, you can trust him," Rory reassured her.

"Really, are you sure?" Amy responded, uncertain.

"Positive," Rory replied, a little over confidently.

"Ok," she said, before slowly wrapping her arms around Spidey's chest.

"Hold on tight," Spidey instructed her, before he began to climb up the side of the TARDIS, the little barbed hairs on his hands and feet latching onto the surface through the fabric of his costume.

"Yeoo," Amy yelped, clinging onto him tighter in surprise as he crawled round to the other side of the TARDIS and carefully placed her on the ground next to Rory, who she quickly grabbed in a hug.

"Phew, that was weird," she exclaimed after a second.

Spidey just stood there watching them, fidgeting around on his feet before he decided to sit down cross legged in front of the young couple he'd just 'saved'.

He was curious to find out more about them, before a voice caught their attention.

"Uh, better go save the ol' idiot Time Lord in there before he too falls to his fate, eh daddy longlegs?" Amy said, addressing Spidey.

"Right," Spidey drew out, before standing up and swinging back once again to his good old pal, Bruce, to fetch the last weirdo from the mysterious box.

The second he touched down, his spider-sense began to tingle, and he quickly leaned back a bit from the entrance in order to avoid yet another surprise bash on the forehead.

Standing in front of him was a gangly, tall man with brown hair, greyish green eyes and a boyish face. He wore a nice, cream coloured dress shirt with a pair of dark blue pants, held up by red suspenders, with a long, brown, tweed jacket over the top. Black lace-up boots were on his feet and a brown bow tie around his neck. He was just at the end of putting some strange contraption in his coat pocket.

When he saw him, his face lit up into a nice smile. "Oh, hello there," the Doctor greeted happily, "ah, did you happen to see where Amy and Rory got too? They never _do_ stop wandering off." He asked, with a slight edge of complaint in his voice.

Spidey just motioned to the other side of the TARDIS with his thumb.

"Ok, thanks," the Doctor said, before proceeding to step out of the TARDIS.

 **...**

 **Please, please, please review! I'd like to know what you guys think so far :) And reviews are very important to encourage and motivate a writer, as I'm sure has been mentioned many times before on here. So, happy reading! And see you next week :)**

 **Ps, I wonder what the Doctor was up to in the TARDIS there? You'll find out soon :P  
**

 **AliciaRoseFantasy**


	4. Chapter 4

**Hello, next chapter :D**

 **Now, before there's any confusion, Spider-Man has NOT yet met or experienced alien life or inter-dimensional travel in this world. He's still more of a rookie, because come on, it's more fun that way, especially in Doctor Who :P**

 **Enjoy!**

 **...**

In an instant, Spidey slammed his hands into the stranger's chest, preventing him from toppling over the edge just like the previous man had. This 'Doctor' looked stunned for a second, to say the least, before he seemed to finally notice their rather dangerous predicament.

"Oh... right," the man said, sheepishly, realising his near fatal mistake, before mumbling some non-recognisable words and something about controls, circuits and useless time machines.

To say this man was rather ridiculous would be an understatement, as he looked almost confused, clumsy and a little disjointed, his clothing probably even more odd than the girl, Amy's, had been. Then again, that's coming from a man dressed in a spandex, spider onesie.

"Well, you're most certainly not Doctor Octopus, or Mysterio for that matter," Spidey observed.

"Doctor who?" the man asked, confused.

"Doctor Octopus. He's a big ugly guy with four giant metal tentacles..., no?" Spidey asked.

"Ahh, no, I don't know him sorry," the Doctor replied.

"Phew, that's a relief, was not looking forward to a fight today; this spider's in need of a nice good nap," he said, stretching his arm and shoulder in emphasis.

"Wait a second, I thought we were on Earth?" the Doctor asked after a moment with sudden curiosity, giving him a suspicious look, and narrowing his eyes.

"Ahhhh, you are on Earth, where else would you be?" Spidey asked, tilting his head.

The Doctor just seemed to stare at him, leaning forward a bit too.

"Wait. No, is this, spandex?" the Doctor asked, seemingly appalled.

"Ahhh, no," Spidey replied awkwardly, while scratching the back of his neck.

"This is spandex, ohhhh, and here I thought you were a real alien," the Doctor replied, disappointed.

"A what now?" Spidey asked, before supposedly realising what was going on. "Oh, oh noo, I just wear this costume because I'm soo alien, that I look really ugly underneath, eight eyes and everything," Spidey joked sarcastically, playing along.

"Hmm," the Doctor just mumbled to himself. "A human, in a costume, that resembles highly a race of friendly, alien bug people from the planet Arachno that I quite liked." He sighed almost sadly. "Now I've seen everything," he said, scratching his chin.

Spidey didn't have much time to think about this though, as the man suddenly produced another rather strange looking object from his pocket, which started to fold out into a board-like device with very advanced and complex machinery. Spidey just ogled the thing in awe as it powered up and floated in mid air, with streams of energy humming beneath it.

"Well!" the Doctor suddenly said, changing the subject and startling him. "Not to worry, I have a hover board; I use a hover board now," the Doctor said calmly, before hopping onto the board and, surprisingly, it held his weight without even shifting. Spidey stepped back a bit instinctively to give him room, and looked back at the now wide, open door of the box.

"Ah ah, no peeking," the Doctor said, and with a snap of his fingers the doors closed and he hovered around the edge of the box, over to the roof, to stop next to his friends, who were staring at him in, well, a rather astonished way.

Spidey just stood there frozen. He hadn't had a chance to see inside the box because it was dark, but was still in shock after what he _had_ seen. That is until he shook himself out of it, and hopped up onto the side of the box, crouching sideways and sticking to the corner.

"Doctor, since when did you have a hover board?" Rory asked the Doctor, flabbergasted.

"Since I visited Krim. The planet's gravity and atmosphere is so unique, that you have to use these hover boards in order to get around anywhere. A nice fellow gave me this one when I spiffed up all his technology." He then gave them a look. "I was bored," he exclaimed.

"Right," Rory said.

"You went to a planet without us?" Amy asked, seeming upset.

The Doctor pulled an apologetic face. "Well you were both sleeping, and I couldn't just sit around waiting any longer. I'd already fixed the TARDIS 10 times. I don't know how you people can sleep so long. Don't you get bored?" he asked.

' _He sounds like an overgrown child',_ Spidey thought to himself as he followed the rather entertaining conversation from his perch, seemingly forgotten about.

"Well not all of us can go without sleep, some of us need our rest you know," Amy replied, standing up and poking a finger at him, now that he had finally gotten off the hover board.

"Well, come on then, we might as well go and explore this place while the TARDIS mends herself. It could take a while though. Luckily this time she actually _can_ re-charge with the energy in this universe somehow, but just make sure you stay close, and, don't get into trouble!" the Doctor said, adding the last part as a bit of an afterthought. Amy and Rory just looked at each other and shrugged, before turning to follow the Doctor.

"Come along Ponds," the Doctor said cheerily, as he strolled across the rooftop towards the stairs.

Thump.

"Now hold on a minute, you still haven't explained to me just who you people are," Spidey said from behind them.

They all turned around. Obviously they had indeed forgotten about him, or just ignored the fact that he was still there (in Rory's case).

"Spider-Man? Rory asked. "You're still here?" he said.

"Ahhh, finally, so you _do_ know who I am?" Spidey asked, seeming to perk up a bit. "I was beginning to wonder how you could have possibly _not_ known. I mean, come on, isn't it obvious by now? Anyone would have to be stupid to not know who I am, with this mask and all," he said, motioning in a circle towards his mask. "But then again, some criminals just don't get it." He paused, as if in thought. "You're not criminals, are you?" he asked, looking at them intently with a finger pointed forward, finally finishing his rant.

"Ah, no we're not criminals. Definitely, not criminals," Rory reinforced.

"Oh good then," Spidey replied, genuinely relieved.

"Ah," Amy suddenly perked up. "Who are you?" she asked, seemingly oblivious.

Spidey's whole posture, deflated. "You're kidding, right?" he asked.

"Oh come on Amy, you really don't know who he is?" Rory asked, upset.

"Nope," she said, shaking her head. Rory sighed.

"Umm, not to be rude but, what's going on?" the Doctor asked in confusion, looking slightly awkward.

"Oh, what's with you guys?" Rory said in defeat. "It's Spider-Man," he said, pointing back at Spidey as if it was obvious. They just stared at him blankly. He shook his head and made a sound of annoyance. "You know? The famous comic book superhero?" he deadpanned. They still stared at him.

"Famous comic book what?" Spidey asked in the background.

"Grrr, Amy, I used to be obsessed with those things, remember?" Rory offered, clearly annoyed. "How I used to always be reading comic books, while you had your raggedy Doctor story?" Rory continued.

"Oh you mean those dreadful picture book things you used to read," Amy droned, bored.

"Yes!" Rory exclaimed. "He's, he's one of my favourite characters from those comic books," he explained excitedly, motioning to Spidey with both hands.

Amy then seemed to realise what he was trying to tell them, and her face dropped in realisation. "Wait, Rory, are you trying to tell us that he's a fictional character from one of your comic books?" she asked.

"Lots of my comic books," Rory confirmed.

"Fictional?" Spidey said.

The Doctor seemed to perk up at this information, in concern. "Wait Rory, be careful, it could be another trap like with the Pandorica," he warned.

"Pandorica?" Spidey asked.

"Well, it could be that, but I don't think so. You did say we were in another universe. Could the difference be that superheros are real in this one?" Rory asked, practically overflowing with excitement, obviously really wanting that to be the case.

"Well, it is possible," the Doctor replied, digging his hands in his pant pockets. "But what exactly _is_ a superhero? Who is he?" he asked, in all seriousness.

"You don't know?" Rory asked, surprised.

"Ok whoa, whoa, stop, my head is spinning right now," Spidey complained.

"Well, he's Spider-Man," Rory offered. "He was bitten by a genetically modified spider and received spider-like abilities. After his uncle was shot because he didn't act and do the right thing, he learned the lesson that with great power comes great responsibility, and made the decision to go on to be a hero, saving people in any way he could, so that what happened to his uncle would not happen to anyone else again," Rory explained.

"Hey! How did you know that?" Spidey suddenly yelled in alarm. "That's impossible, you can't know that," he panicked, horrified.

"It's alright Spidey, calm down. I can explain," Rory said, suddenly realising his mistake and trying to ease Spidey's panic. But it didn't help when the Doctor walked straight up to Spidey, and scanned him with his sonic screwdriver, causing Spidey's warning sense to buzz. He leaped back in alarm.

"Ok, that's enough. Who are you people, and how do you know so much about me?" Spidey yelled angrily, while suddenly shooting a web and pulling the Doctor's screwdriver out of his hand and grabbing it, effectively startling him.

He stood on alert, his head snapping backwards and forwards between each one of them, his hands slightly poised to strike if needed. But his spider-sense wasn't warning him of anything further, so after a few seconds, he relaxed slightly. He looked down in his hand at the strange, long, silver, pen-like device with a green tip on the end that he'd snatched from the Doctor. "What even is this thing?" he asked, turning it over between his gloved fingers.

"It's a...," the Doctor started.

"...Some kind of sonic device?" Spidey asked, cutting in over the Doctor.

"Ah, yes," the Doctor replied, surprised at the correct answer.

"Figured as much," Spidey said, rocking the device from side to side between his thumb and finger. "Where did you get such a thing?" he asked.

"He's an alien," Rory informed. "And we're time travelers," he added, motioning to himself and Amy. Spidey stood stock still.

"Oh yes, Rory!" the Doctor yelled. "Great way to introduce ourselves - just blurt out that I'm an alien," he said, not sounding too pleased.

"And that blue box, that's his spaceship. It can travel anywhere in time and space and just sort of... materialises out of thin air. Quite handy really," Rory continued, pointing to the TARDIS. "Oh, and you're fictional in our world, hence the confusion," he added, slowly.

Spider-Man all but dropped the Sonic Screwdriver to the ground, and he wasn't too far behind, as he proceeded to pass out.

 **...**

 **Oh no! Spidey fainted!**

 **Review! Feedback is appreciated :) And thank you soooooooooooooooooooooooooo much to all the people who have reviewed and liked this story so far. I really really appreciate it! They mean the world to me. You're da best! :D**


	5. Chapter 5

**Hi, I would just like to do a shout out to Honeydew's Long Lost Sister, JustmeSpidey, FinallShadoww, dwillett1 and all the guests who have reviewed. Thankyou soooo much!**

 **And without further ado, I give you chapter 5! (Hold on to your hats, things are about to get interesting :P )**

 **Disclaimer: I do not own Doctor Who, Spider-Man, or any of the characters used. So please don't sue me, thanks :)**

 **...**

Rory ran forward and only just managed to catch Spidey before he hit the concrete, laying him down gently on the ground with one arm supporting his shoulders. He could feel himself shaking slightly at the sudden turn of events, with the guilty fact that he'd just caused THE Spider-Man to faint nagging at his conscience. But he didn't give himself enough time to focus on this, as his nursing instincts kicked in.

He reached up with one hand and lightly felt around Spidey's neck before he gently pressed two fingers expertly against his throat, and let out a small sigh as he felt the reassuring, strong thump, thump of a pulse beneath his fingertips.

"He's alright, he's just fainted, I think," he said, with just the slightest hint of uncertainty.

"And whose fault is that Rory?" Amy asked, causing Rory to sigh.

"I guess I got a bit over excited," he admitted, while sliding his arm out from behind Spidey and laying him back, with an almost apologetic look on his face.

Amy let out a laugh. "Don't worry Rory, you didn't kill your hero with shock, I'm sure even you're not that stupid, right Doctor?" Amy joked, while giving Rory a light nudge after she'd walked over to stand beside him. He was still crouched down next to the passed out man on the floor with a concerned look on his face.

Rory guessed that last remark was supposed to encourage him, so let out a slight laugh, but it didn't come out anywhere near as convincing as he'd meant it to be.

The Doctor hadn't replied to Amy's question. He was too busy standing back, looking incredibly awkward and fidgety, with a very guilty look plastered across his face, as he knew that the real reason the strange human had passed out was probably because he was an alien, and he felt rather uncomfortable about that fact. So he was still standing in the same spot he had been for the last couple of minutes.

"Ahh, no Rory, I think that might actually have been my fault," he piped up nervously.

"What, your fault? How could that possibly have been your fault?" Amy turned to look at him, protesting loudly.

"Well, ahh, you see, it's, umm I'm, he's, well," the Doctor mumbled, completely unable to explain himself, while scratching his head awkwardly.

"What, Doctor?" Amy pressed.

"Well, Rory said I was an alien, rather openly too, which is probably not the best idea, especially since we're in a parallel universe that we don't yet know much about," the Doctor explained. "And people in general don't tend to react well to that fact, so who knows what sort of damage we could do. These people could react in all sorts of strange ways too..."

"Okay Doctor, I think we get the point, you can stop babbling out of guilt now," Amy cut in. The Doctor just stood there with his mouth open for a minute and his finger partway up in the air, before snapping it shut.

Rory turned his head down and sighed. "I'm sorry Doctor, I just thought he'd handle it better because he's a superhero, you know," Rory explained.

"It's alright Rory; it's not your fault. It's only natural to want to relate to a heroic character from your childhood. You probably just overwhelmed him a bit, since you do happen to mysteriously know everything about him and all," the Doctor tried to encourage.

Rory cringed. "Yeah, I guess that was a bit stupid - he's very sensitive about his secret identity," he explained.

"Well, since you know him so well, wouldn't you be the best one to judge whether or not he'll be ok with it?" Amy suggested kindly, while shifting her position so that she was standing with both her arms and legs crossed neatly.

Rory just thought about this for a second, before answering. "Yeah, you're right actually, he probably just needs a minute to get over it," he finally said.

"Good on ya Rory," the Doctor said absentmindedly, and gave them a small grin, before moving closer and bending down to retrieve his sonic from its discarded place on the ground next to Spidey. "Well let's see, what have we here?" he said, with his face lighting up like a child at Christmas as he examined the previous readings from the sonic.

"Ah, I'm not sure he would appreciate that," Rory said in concern, a frown pulling at his face.

"Don't worry Rory... he's unconscious," the Doctor stated, waving at the remark.

"Yeah but, isn't that rude?" Rory asked, a little uncertain.

"Maybe, but it's too interesting an opportunity to pass up," the Doctor grinned.

"Oh great," Rory replied with a moan. "You can't help yourself, can you?" he asked.

"Never have, never will. Oooo... now that's interesting," the Doctor said.

"What?" Amy asked, walking over to the Doctor and looking at the sonic as if doing so would answer her question.

"He's got very strange things going on in his blood and DNA, and has all sorts of anomalies that shouldn't be there popping up all over him," the Doctor explained. "What did you say happened to him again?" he asked Rory.

"He got bitten by a genetically modified Spider," Rory informed.

"Well, that's certainly a new one," the Doctor replied. "He appears to be crossed with a blend of more than one different species of spider," he explained.

"Yeah, I already knew that," Rory responded, obviously unhappy about the situation.

"Wait, so you mean he's actually a spider, he's got real spider DNA?" Amy asked in alarm.

"Technically yes, part spider," the Doctor said. "That _really_ shouldn't happen," he added. He shook his head. "What did I tell yah? Humans! Always trying to upgrade themselves. It's a wonder he's still alive!" he exclaimed, amazement evident in his voice.

"Yeah well, he didn't do it on purpose," Rory argued.

"But the way the genes have manifested themselves, it's dramatically changed his physiology," the Doctor marvelled. "That _shouldn't,_ be possible."

"What, even the great Doctor's stumped now?" Rory teased. The Doctor paused, and pulled an annoyed face.

"I'm not stumped, just shocked. He's got impossible, almost unnatural abilities - physical abilities," the Doctor whined.

"Well, in our science fiction books, we call them superpowers," Rory said, almost proudly.

"Well, actually, they're a complex scientific marvel but, whatever you want to call them," the Doctor waved off.

"Right," Rory replied, before looking back down at Spidey's still unconscious, masked face.

"Don't worry Rory, he'll be fine," Amy said, catching his concern, right before a painful moan sounded, and Spidey shifted slightly in his position, trying to sit up.

"What happened?" he asked, in a daze.

"See, told ya," Amy announced triumphantly.

"Are you alright?" Rory asked, quickly helping Spidey sit up, and ignoring Amy's comment.

"I remember something about magically appearing blue boxes, time machines, rescuing two strange people, my identity being compromised, me being fictional and a creepy alien guy," Spidey answered, rubbing his fuzzy head, before looking up, and gulping rather dramatically when he caught sight of the Doctor.

"Yeah, sorry about that - probably shouldn't have said all that so soon, just, please don't faint again," Rory begged, while awkwardly trying to hold him up, just in case.

"Really," Amy added. "I wouldn't recommend it, you panicked him quite a bit before," she said, motioning to Rory, who Spidey then managed to peel his eyes away from the Doctor for a minute to look at.

"Right, sorry, just..." Spidey paused for a second. "Is this some sort of joke, am I dreaming?" he blurted.

"No. Sorry. Hello by the way, I'm the Doctor," the Doctor cut in, introducing himself cheerily while waving. "And yes, I really am an alien if you're wondering. And no, Rory really wasn't kidding, I even have two hearts to prove it," he explained, while putting a cross over either side of his chest in emphasis.

Spidey just stared at him for a minute before slowly standing up, with Rory braced anxiously beside him, half expecting him to keel over at any minute, but was relieved when he didn't.

"Doctor who?" Spidey asked instead.

"Just the Doctor," the Doctor replied with a grin.

"Right," Spidey replied. "Hey you're not going to... eat me or anything, are you? Because, aren't aliens normally like, supposed to be evil and want to kill us?" he asked, motioning with his hands, moving them palm upwards in question for a second, while cocking his head to the side. He was surprised when both Amy and Rory burst out laughing.

"You have no idea," Amy said "We spend half our lives running from them," she added amusedly. Spidey was surprised when a laugh bubbled out of him at this image.

"No, I'm actually the good guy, save planets and everything," the Doctor replied happily.

"Right..., so, alien planet saver huh?" Spidey sighed. "Well, I guess I should introduce myself. I'm your friendly neighbourhood Spider-Man, local Earth superhero. Nice to meet you," he said, while holding out his hand towards the Doctor.

"Well, I guess you can call me your friendly neighbourhood alien then," the Doctor said in complete obliviousness, while shaking Spidey's hand, causing Rory to snort. "And you're quite the scientific phenomena, I must say," the Doctor added. "Your genes are fascinating."

Spidey paused. "Wait, you snuck a peek at my DNA while I was unconscious, without my consent?" he asked, not at all pleased.

"I warned you," Rory sighed in the background.

"Well yes, sorry, I couldn't help it," the Doctor said in an awkward apology.

Spidey huffed and crossed his arms.

"Do you always wave that sonic thingy around at people you meet and invade their privacy?" he asked.

The Doctor suddenly looked quite guilty.

"You know, you're not that tough, for an alien," Spidey commented curiously.

The Doctor rebelled, looking stunned, with his mouth already half open in a retort before Spidey could even continue. "Well, you're not even supposed to be as tough as you are; you're an impossibility," the Doctor said, poking the muscle of his arm and looking the younger hero up and down, sizing him up.

Spidey huffed, squaring his shoulders and stretching his height. He held his head up a little higher than before and began circling the Doctor, like a challenger would.

"Naww, is someone jealous?" Spidey mocked.

"Jealous? No! I'm most certainly not jealous. Who do you think you are you spidery, yaah, human?" the Doctor protested, if not rather awkwardly.

Spidey gasped. "Well who do you think you are? An all important alien?" he snapped back, fists clenching at his sides. "And thank you sooo much for invading my privacy, I really appreciate it!" he growled, furiously.

Rory sighed and face palmed. "I cannot believe this is happening," he mumbled to himself, while Amy seemed to be quite entertained by the sight of the two somewhat skinny, apparently famous heroes circling each other, face to face, trying to look important, while dressed in the most ridiculous looking clothing she'd ever seen, on a rooftop, competing with each other...

Just before Rory thought he was going to have to break up the tiff, several loud explosions could be heard from a building a few streets away from them, shortly followed by the sound of screaming. Spidey's head instantly snapped in the direction, spider-sense obviously having gone off, staring intently into the distance, while the Doctor also looked worriedly in that direction. Everyone just seemed to have plunged into dead silence, before Spidey suddenly spoke up.

"Well, not that this hasn't been fun at all but, gotta go!" he yelled, before he all but belted straight over the edge of the building, catching himself on a web, and swinging off towards the destruction, leaving them all staring blankly after him.

"Well, come on, what are you all waiting for? We'll never get there in time on foot. Let's go," the Doctor suddenly said energetically, with all the enthusiasm of a hyperactive child, before ushering them all back inside the TARDIS to follow after Spidey.

 **...**

 **Here we go!**

 **I hope you enjoyed! :) And if you did, please tell me in a review. Otherwise, I don't know that you liked it, which is sad. So it would be nice to know :)**

 **And thanks for reading! Until next time :)**


	6. Chapter 6

**Thank you to JustmeSpidey, FrivolousThoughts, Honeydew's Long Lost Sister, Ingenius221B, AspiringAuthor13, Ayane the Tiger, Cashagon and all others who reviewed. I love your words so much :)**

 **Now, here is chapter 6 :)**

 **Disclaimer: I do not own Doctor Who or Spider-Man, no matter how awesome it would be if I did.**

 **Enjoy!**

 **...**

Spidey swung as fast as he could in the direction of the destruction, not having time to bother with his previous acquaintances when the safety of people's lives was at risk, the latter being infinitely more important than the former.

He just hoped he wasn't too late. His plans for spending the day moping had well and truly been forgotten about by now, as the universe just seemed to have other plans right from the get go. Not that he was complaining- as in he'd have to be remembering his plans in the first place in order to be protesting about this, right?

All he knew was his day was turning out to be quite on the strange side, with extra added weirdness, enough so to make his head feel like a spinning, clogged, over stuffed marshmallow of some sort, or something like that. At least, he thought so.

Anyway, Spidey shook away his jumbled thoughts and swiftly manoeuvred himself through the streets and buildings, until he finally reached a tall high-rise with smoke coming out of the windows on one floor.

Luckily, it hadn't taken him too long to get there as he was already not too far away, and he quickly proceeded to shoot a web and propel himself up the side of the building.

When he reached just below the targeted floor he both shot a web, and pushed himself up off the building simultaneously, effectively propelling himself round in a somersaulted leap, and straight through a broken window.

He landed on the grey, carpeted floor in a low, predatory crouch, with one leg stretched out to the side and the other propped beneath him. He had one hand on the floor in front of him and the other up in the air, slightly above and to the side of his head with its fingers splayed, ready to pounce at the first sign of movement.

For a second, the only sound in the dim room was Spidey's heavy breathing, with the sun streaming in through the broken, shattered windows being the only source of light.

Time seemed to stand still. Slight wisps of smoke floated around in the air, and Spidey slowly began to stretch himself upwards, sitting back on his haunches with two hands on the ground, before he arose fully to his feet, standing up, his masked face staring ahead of him the whole time with 'wide' lenses.

...

Rory closed the door behind him as he hurried into the TARDIS behind Amy and the Doctor.

"Doctor, what are we doing? I thought you said not long ago that the TARDIS would need time to rest and recharge after crash landing here?" Rory asked confusedly as he walked up the ramp towards the console. The Doctor was already fiddling around with the controls while Amy was standing back watching, equally confused as to what on earth was going on.

"So what are we doing back in here then?" the Doctor asked, adding the unsaid question from what Rory had said, before continuing on, "well, yes I did say that, but I also didn't say we were leaving this universe, or so much as this planet for that matter," he rambled, while typing on some sort of old type writer. "The TARDIS does need time to re-charge, as we can't leave until she does, her systems are too damaged and need to sort themselves out before we can go anywhere, but that doesn't mean she can't make a quick little trip a few blocks down the road," he grinned, and started fiddling with some other controls. "Now, hold on tight!" he suddenly yelled, right before he yanked down on a lever and dim lights turned on in the room as the TARDIS shuddered painfully to life.

Amy and Rory both yelped and clung on to whatever they could, as the TARDIS rocked.

"But Doctor, I thought you never used the TARDIS once we were established in the time lines or whatever. Can't we just, you know, walk there?" Amy asked in a strained voice, with an undertone of annoyance.

"No, I don't want to be too late; I picked up a strange signal coming from that direction when we first landed. I made this device to track it before I came outside," he said, pulling a strange device out of his coat pocket and showing it to them, just as the TARDIS began to spark. "But I need to get closer in order to find out what it is, and it's only fitting that there would be an explosion right in that direction shortly after we arrived, so, I'm going to investigate," he grinned, desperately trying to control the TARDIS and giving something a heavy whack when it misbehaved. "I think there's more going on here than just citizen's lives in danger," he explained.

"Right, so this isn't just about chasing Spider-Man into trouble?" Rory asked.

"Well... and there is always the thrill of adventure," the Doctor grinned excitedly, as he turned another lever. "Although flying the TARDIS in a city, and materialising where that Spider guy of yours went is probably not my best idea, whoooa...," he said, as he wrestled with the controls.

"But how can you be sure where he is? How do you know we're not just going to crash someplace random?" Rory asked in annoyed frustration.

The Doctor just smiled at him. "I'm tracking him with his DNA signature that the sonic scanned earlier," he informed, while pointing to the sonic that was snugly plugged into the TARDIS's console.

"Of course," Rory replied sarcastically, while silently hoping that there wouldn't be any more rough rides for a while as he, once again, was reduced to holding on to the TARDIS for dear life.

...

"What, the...?" was the first thing that came out of Spidey's mouth as he stood staring ahead of him.

"Ok.., well, sooo either someone really had a bad day and wanted to destroy something (and it looks like they succeeded too; I guess that's one way to disassemble a room)," Spidey said to no one in particular, as he observed the trashed remains of a once nice-looking office room. "Or, someone was looking for something, innn probably the _least_ most effective manner known to man, which... probably isn't very effective, if you think about it. Then again, someone could've just gone on a massive rage rampage. Gosh, this guy could even make the Hulk jealous, (almost)," Spidey babbled to himself, as he observed the room.

There were desks and chairs thrown everywhere, some still burning, with large holes burnt through them. Papers and your typical office equipment were scattered messily all over, and there were blackened scorch marks all over the floor, walls, and even the ceiling.

But the most unusual of sights was the disassembled state of all the computers and laptops in the room. All the circuits and parts had been utterly pulled apart and strewn everywhere. Some of them even blackened and burnt to uselessness.

"Laser guns?" Spidey asked the empty room, as he took in the damage.

Luckily, as far as he could tell, there were no casualties, or anyone left in the room for that matter, so he guessed that the intruder had burst in through the now smashed windows, trashed the room, searched the technology, and then left through the front door, thankfully - giving the citizens a clean path of escape. But that theory also meant that the intruder must have either flown, or climbed up the building, hmm...

The amount of damage suggested that the intruder had indeed shot at the people with some form of advanced weaponry, but judging by the lack of casualties, that didn't make much sense. Then there is always the possibility they weren't intending to shoot anyone in the first place, and were just stealing, but then why destroy the place by firing, unless, they were trying to scare everyone away? Or hide something?

Spidey turned his head and began to walk over to the nearest computer remains. He crouched down to examine some of the burnt out bits with his gloved fingers, in thought.

Despite being ripped to bits, the destruction of the technology almost seemed to have had an organisation to it, now that he examined the parts. But they appeared to only be destroyed and burnt out after being so "expertly" taken apart.

"Hmm, maybe they were looking for specific parts, and destroyed anything that was not what they wanted?" Spidey spoke. He then rubbed a piece of metal casing and examined the black dust-like particles that fell from his gloves. "More completely obliterated by the looks of it," he added. "What's with the overkill?" he asked. He then stood up with the remains of a hard drive and circuit board in his hands and shook his head in disappointment. "What a waste of perfectly good computers. I could have used some of these bits myself, this was good equipment; would've gone at a good price too. Pfft, talk about disappointing," he complained, while kicking a wrecked computer box with his booted foot.

Suddenly, his spider-sense exploded and he straightened to alert, panic mode setting in, right before he heard the familiar wheezing, trumpeting sound from before, along with the disorientation of his senses from somewhere behind him, and relaxed.

He groaned at the latest turn of events and turned around with his posture sagging, like a child's would when asked to do something that they really, really didn't want to do. He stood, with his arms crossed and feet apart, in a somewhat intimidating manner.

...

The TARDIS quickly came to an abrupt stop in the corner of the room next to the windows, and soon after, the doors flew open to reveal Amy, Rory, and finally, the Doctor, come stumbling out, coughing, with their arms covering their mouths.

"Doctor, promise me you'll never do that again, right?" Amy asked, while catching her breath and checking herself over.

"Yeah, I think I've got bruises this time," Rory agreed, while rubbing his elbow with a grimace.

"Sorry, sorry, materialising through the wall of a building is a complex and tricky manoeuvre, but I thought we pulled it off quite well actually, hey girl?" replied the Doctor, while giving the corner of the TARDIS a compassionate stroke as she made a noise that sounded oddly much like a sigh, if you listened closely enough.

"Yeah, right, whatever you say," Amy said, coughing, before all three of them were distracted once again by the all too familiar sound of a throat clearing, and looked over to notice Spidey for the first time since their arrival, standing there rather grumpily with his arms crossed, as well as the state the room was in.

"Yikes, someone's been busy," Amy commented.

"What are you doing?" Spidey said gruffly. "And, did he just call that thing a "she"?" he asked, cocking his head at the Doctor.

"Oi, don't speak like that, you'll hurt her feelings," the Doctor complained, with a sincerely hurt look on his face.

Spidey was a little taken aback. "Ah, O, k," he replied, a little weirded out, before pulling himself together again. "What are you doing here? You shouldn't even be here, it's dangerous," he said, in his best intimidating voice, volume rising slightly.

"Following you, of course," Amy said. "What did you think we were doing?" she asked.

Spidey huffed and turned around to start looking through the mess again. "I would suggest you go before you get yourselves in danger," he said from where he had begun kicking and sorting through the stuff.

"Well, that went well," Amy said to the Doctor sarcastically, turning back to look at him.

The Doctor pulled a face, before he awkwardly stepped forward and tried to address Spidey. "Ah, err, Spider guy..."

"Spider-Man," Spidey cut him off.

"Oh, err, Spider-Man. Yeah well, sorry about before, with the scanning and all, I promise I won't use that information for anything alien and, bad, ahh, I mean, not that I would ever use it for anything bad, as in, who would want to become part spider anyway because, really, that is kind of creepy if you think about it. You should feel lucky you didn't end up with eight legs or something, which could have been possible if... mmfffphh." He was cut off when Spidey shot a glob of web at his mouth, effectively sealing it shut.

Amy couldn't help but burst into giggles, instantly trying to muffle them with her hands, in embarrassment. Rory just stood there staring at what he'd just witnessed, with an open mouth.

"Wow, you really should hang around more often. I was wondering when anyone would ever manage to shut him up," Rory said. The Doctor just grumbled and tried to (unsuccessfully) 'free' the web from his mouth, before giving up entirely and moving to use his sonic instead, dissolving the webbing.

"Well, that was interesting," the Doctor said, after he'd removed all the last bits. "Does that mean my apology is accepted?" he asked. Spidey just continued to work.

Rory nudged the Doctor in the side with his elbow. "What about the part where you insulted his humanity?" Rory whispered.

"Oh, and, I'm sorry for insulting your humanity," the Doctor mumbled, in a barely audible whisper. Spidey just kicked a broken desk, and it crumpled to the floor with a crash, causing everyone to flinch. The Doctor watched him for a minute, before deciding to change the subject.

"Well, looks like someone's had a field day in here," he said loudly, before holding up his sonic and scanning the trashed room. The Doctor stopped scanning and flicked the sonic up in front of his face. "Hmm, definitely some form of high energy weapon, looks like it's partly made up of electricity too, judging by the readings; could be anything really," he said. He then observed the mess in the room. "Computer parts?" he questioned, and no sooner than he'd said that he was fumbling to catch a blackened hard drive Spidey had tossed at him as he'd walked past and over to the other side of the room with a quick glance.

"Hmm," the Doctor said as he scanned the device. "Dead, I don't think there is much use we can get out of this. I'm not sure it was information they were even looking for, but more technology. Maybe someone's trying to build something and resorted to stealing from office buildings to get the parts?" he asked, as he tossed the hard drive away over his head.

"That's what I thought. The way everything's been taken apart, it was done expertly and not just at random," Spidey's voice suddenly travelled from the other side of the room.

"Well then, don't worry, I have just the thing to track this beasty down," the Doctor said, with a grin, as he pulled the tracking device out of his pocket and began to fiddle with it. Spidey's lenses quickly homed in on the device with interest, glowing slightly in the darkness across the room as he watched what the Doctor was doing.

 **...**

 **Whoooo! Another chapter out :)**

 **And do review! It helps me write faster ;) Hehe**


	7. Chapter 7

**Hello there, I'm back again :) Here is the next chapter, I really hope you like it! And thanks to Cashagon, Honeydew's Long Lost Sister, Nomad88, Ingenius221B and Forever the Optimist for reviewing. Plus, thanks to the 20 people who are following this story and the 13 who've faved it :) I really, really appreciate it :D**

 **Also, in reply to Cashagon: No, unfortunately it is not Centurions, or Electro, but nice guess :P Keep trying! Hehe :) You've got this chapter and one more to go until you find out :P**

 **Disclaimer: I do not own Doctor Who or Spider-Man (sigh)**

 **...**

The Doctor finally hit the right button on the oddly shaped device in his hands and it powered to life, little blinking red lights flashing repeatedly on, at random, all over it.

"Aha! That's more like it" he cried out in triumph, as he'd finally gotten it to work after a few frustrated minutes of trying.

"Well, what's it saying?" asked Amy.

"Well, it's definitely saying something's been here," he said, holding the device up and moving it around in the air in front of him. "Whatever's making that signal is close," he said. "Very close," he added. He then twisted some of the dials on the device before practically jumping out of his skin as Spidey landed on a desk right in front of him with a loud thump, crouching there, lenses staring at his hands with interest.

"So, what is it that's close?" Spidey asked him, curiously.

"Well, whatever it is that did this," he explained, motioning with one hand around the room, while the other continued to work with the device.

Spidey continued to watch the Doctor with interest.

"Ok, so what does that thing do?" Spidey asked, nodding at the device which was now also beeping.

The Doctor looked up into Spidey's face, surprised he was showing interest, and rather glad he wasn't as angry with him anymore.

Happy with this development, he began to explain things enthusiastically as he worked.

"Well, it's designed to track foreign alien signals, specifically, ones that don't belong here, more specifically, the one I picked up earlier in my ship (err, the blue box)," he said, looking briefly up at Spidey from his work before continuing. "I made it so that if we follow the beeping, it'll lead us straight to the source of the trouble," he informed.

"I guess at least, that's the plan," Spidey answered, slight amusement evident in his voice.

"Err, well...yes," the Doctor replied, slightly surprised Spidey had caught on so easily.

"Hmm, and what's this signal you speak of? Something I should know about?" Spidey asked, wanting more information.

"Oh, some sort of alien signal that really shouldn't be here, coming from somewhere in this building, I'm not sure what it is yet, but I intend to find out," the Doctor reassured.

Spidey just nodded. "Ok, let me guess, more aliens then?" he asked.

"Ah, yes," the Doctor replied, hesitating slightly.

Spidey nodded again. "Right, and do these so-called "other aliens" (other than your great self, I might add) happen to pose any sort of threat to this city?" he asked, in all seriousness.

"A possibly rather large threat yes, depending on who they are and what they want," the Doctor answered.

"Then I'm coming with you," Spidey stated with a nod, hopping off the desk and standing next to the Doctor.

"Oh no no no, I'm not having you come with us, it's far too dangerous, just, go back to whatever it is you do and let _me_ handle it," the Doctor responded, placing a hand on Spidey's shoulder and giving him a smile, before stepping past him with the beeping device held out in front of him. "Come on Amy, Rory," he said, "it's this way," he added, strolling over the mess towards the open door.

"Hey, I thought _I_ was the one who was telling _you_ that this was too dangerous just a few minutes ago, and now _you're_ going to try and tell _me_ the same thing. I don't think so," Spidey protested, walking up behind them with the intention to follow.

The Doctor just stopped and turned to look at him, studying him for a minute. "There's no stopping you, is there?" he finally observed.

"Nope," Spidey replied in defiance. "Plus, I'm sure you could use the extra hand. I am a superhero remember, I can handle myself. Plus, I'm _offering_ to help," Spidey said, sincerely.

The Doctor just continued to look at him.

"If people are in danger, then I'm not going to just sit back and do nothing, while some "alien" I've just met deals with it," Spidey added, growing more determined, and making little inverted commas with his fingers in the air as he said the word alien.

"Oh alright, fine," the Doctor gave in, "just, don't cause any trouble," he added.

"Aye, aye sir," Spidey unexpectedly replied, while lifting his hand up to his forehead in a mock salute, rocking backwards and forwards on his heels.

The Doctor just gave him a look of uncertainty, before turning back out the door into a hallway, following the direction given to him by the beeping device, with Amy, Rory, and finally, Spidey, following after him..., with Spidey crawling along the ceiling.

"And no Spidery nonsense," the Doctor called over his shoulder. Spidey silently dropped down from the ceiling to walk along in the middle between Amy and Rory, and the Doctor silently grinned to himself.

"Oh, and by the way," Spidey suddenly piped up, "that never was actually explaining how the device works," he said smugly.

The Doctor just paused for a second, before continuing on.

...

They continued walking down winding corridors in silence for quite a few minutes. The entire floor seemed to be empty, as everyone had obviously evacuated the area in a hurry, leaving all the doors wide open in their haste to escape.

They took a glance into each room as they passed; finding the same every time, empty. And the growing sound of sirens building in the distance could be heard as they walked.

Suddenly, they came to an abrupt halt as the Doctor stopped in front of them, shaking the tracker and giving it a few wacks.

"It seems to be coming from the floors somewhere above us, if the signal's correct," the Doctor mumbled, while looking up. "Come on!" he suddenly yelled out over his shoulder as he bounded up the flight of stairs in a hurry, the others all quickly moving to catch up.

"And it would be so much easier if he'd just used the lift," Amy moaned.

"Ah don't worry, a little exercise never hurt anybody," Spidey said, just before coming to an abrupt halt again as they nearly collided with the doctor's back. He'd stopped suddenly at the top of the stairs, moving the tracker around.

"This way!" the Doctor yelled again, as he moved to run up the next flight of stairs.

"Then again..." Spidey mumbled, as they quickly made to follow. He could sense this was going to become a repetitive cycle. "Is he always like this?" he asked.

"Pretty much," Amy replied.

"You get used to it," Rory added, before they came to the top of yet another flight of stairs and had to run to catch up to the Doctor who had already moved on to the next one.

"So," Spidey spoke up, trying to make conversation, "how did you two end up with him?" He motioned his head towards the Doctor as they ran after him.

"Well, that's a long story actually," Rory replied, noticeably puffing. "He ran off with my wife here on the night before our wedding," he informed.

"Hey, I came back didn't I?" Amy responded harshly, with Spidey now looking at her in alarm.

"Yes well, it was a bit of a shock. He burst through my pre-wedding cake and told me you kissed him," Rory complained.

"Yeah well, it's not my fault the Doctor's an idiot," Amy said in defence.

"Well, long story short, we both ended up travelling with him through space and time in the TARDIS, got married, and still travel with him today," Rory summarised.

"Yeah, well, and we both died several times," Amy deadpanned.

"Yeah... and there was that," Rory replied.

"Plus, he was plastic at one stage and waited over 2000 years to protect me," Amy said, if not rather proudly.

"Anndd there was that too," Rory stretched out.

"And the universe exploded," Amy added, almost as an afterthought.

"Ah, yeah," Rory replied, out of responses.

"2000 years, wait, plastic, universe exploding... what?" Spidey said, utterly confused.

"Yeah, the universe is weird like that, all wobbly and ridiculous. Don't worry your pretty little head over it, bug boy," Amy puffed.

"I am not... anyway, let me get this straight. You too are... semi-ordinary human beings who, travel with this Doctor through time and space in his spaceship.., which is a tiny blue box," Spidey said, trying to work it out.

"That would be correct," Amy replied, as if he'd just completed a great puzzle.

"And, we're also from another universe entirely," Rory said. "You see, we accidently crash landed here in your universe, from ours, so we don't normally belong here," he tried to explain.

"And umm, has this got anything to do with what you said before about, me being fictional?" Spidey swallowed.

Rory looked over at him. "Well, yes. You're a very popular superhero comic book character back where we're from, and I'm sure a lot of people would actually be quite excited if they found out you were real," Rory said, trying to word it in the least most frightening way possible.

"Well, that's, something," Spidey said thoughtfully.

"And, I guess I'm kinda guilty of looking up to you, too, when I was a kid, and am a huge fan," Rory then added shyly.

"Oh, well, thanks," Spidey replied. "It's an honour to meet you Rory," he said warmly, holding out a hand while running.

"You too Spider-Man," Rory replied as he shook it, letting out a silent breath of relief when that had not gone badly.

"Just a shame it had to be under such circumstances," Spidey joked.

Rory laughed. "Yeah," he replied, before coming to an abrupt halt at the top of the stairs where the Doctor had finally stopped.

"Well, the signal seems to be coming from somewhere in here," he explained, before strolling forwards along the corridor.

Unfortunately, now having stopped running, the few people wandering around on this floor all paid attention to them as they strolled past, giving them funny looks. The other levels in the building had obviously not yet been as conveniently vacated as the ones where the trouble was.

"Hello, sorry, don't mind us, just passing through," the Doctor said cheerily, giving them a smile.

"Spider-Man?" someone asked, uncertainly.

"Yes, it's alright, we're just investigating what happened downstairs, no need to worry," Spidey replied, reassuringly.

The people up here seemed to accept this, and finally began to ignore them as they carried on.

"So, this is the top floor. Wherever it is, it can't be much further," the Doctor said, as he pulled to a halt in front of a door. "The signal's coming from in here," he said, turning a dial on his device and pocketing it, before carefully moving to one side of the door, preparing to open it with his sonic, as Spidey pressed himself against the wall on the other side.

They all held their breath, as he opened the door.

 **...**

 **Well? Whatdya think? Let me know in a review! Pretty please? (makes cute face).  
**

 **Ok, but thanks soooo much for reading! I hope you got enjoyment out of it. And I shall see you, next week :) Cya!**

 **AliciaRoseFantasy**


	8. Chapter 8

**Yo! How ya doing? :) Thanks so much to all who left lovely reviews! :D And also a big thank you to those who have been following, and favouriting this story of late:)**

 **I'm sooo leading you on here hehehe, but here is the next chapter :)**

 **Cashagon, the alien is from Doctor Who :P**

 **Disclaimer: I do not own a thing! Except maybe the plot :)**

 **...**

Spidey instantly spun around the door frame and raised his wrists upwards with his fingers resting on the padded triggers on his palms, ready to shoot webbing at a moment's notice, while the Doctor raised his sonic and pointed it threateningly into the room.

Although, they never actually did attack anything, as instead, they both lowered their 'weapons', and stared at the strange looking advanced machine that now stood in front of them in a dark storage room.

"Well, that's certainly a city level threat "alien"," Spidey said sarcastically, while looking around.

"Now, that's not right," the Doctor observed, as he slowly began to make his way towards the humming machine in the middle of the room.

"There's no one else here," Spidey informed, his spider-sense not alerting him to any other presence.

"What's not right? What is it Doctor?" Amy asked, as she and Rory snuck in behind them.

"This is an extremely advanced teleportation machine, made from scraps of Earth technology. No one should have the knowledge to build such a thing, I haven't seen technology quite like this in a long, long time," he said, fading off at the end, while hesitantly touching the device and beginning to scan it with his sonic.

"What exactly does that mean?" Spidey asked, with slight concern.

"Well, I don't know, but this is definitely the device I picked the signal up from. It's designed to travel to and from parallel and other universes. Usually impossible, my people were some of the only ones who ever managed to invent this stuff. Nowadays, it's very difficult to pull off," the Doctor explained.

"Well, who are the other races who managed to invent them? Could we be dealing with one of those?" Rory asked, questioningly.

"Could be, but whatever it is, it's obviously got itself stuck here and is trying to get back," the Doctor said, while stroking a hand over the smooth, silver surface.

"So, we're not the only people who have crash landed here then?" Rory asked.

"No, it appears not," the Doctor replied, seeming to be somewhere off in his thoughts.

"Could it be another one of your own people?" Spidey suggested thoughtfully. The Doctor just seemed to go into a gloomy place at this, and both Amy and Rory looked down.

"No, no it couldn't," the Doctor replied simply, with no explanation.

Spidey just accepted this though, and began to explore the room.

He was walking around the other side of the machine, when he came across an odd pile of scattered junk.

"Hey, what's this?" he asked curiously, as he knelt down to get a closer look. The Doctor was by his side instantly, waving his sonic over the pile and checking the readings.

"A pile of computer bits, along with pieces from many different appliances. By the looks of it, we've found whatever was taken from that office room." the Doctor said, as he started rummaging through the pile. "Whoever they are, they haven't settled for just building a machine to get home, they're trying to build something else as well," he said, with a look of worry on his face.

"Well, what is it?" Spidey asked, looking over at him from his position (half knelt on the ground), with expectation.

"Can't be sure, there's not enough of it for me to be able to tell, although, it could be one of many things. But whatever it is, something tells me we shouldn't let its maker finish the job," he said seriously.

"Let me guess, looks like our little friend doesn't want to just get home anymore, but is instead more interested in some form of cunning plan, involving a nasty amount of death and destruction, served with a generous side of world domination," Spidey rambled.

"Something like that," the Doctor replied, gloomily.

"Great," Spidey said, feeling just a little depressed. "I wonder why this sort of thing always happens to me?" he asked the air, with added sarcasm.

"You know, you two are more similar than you might think," Rory observed, from behind the two of them. They both just looked over at him blankly.

"Rory, you have no idea what a man would have to become, to be like me," the Doctor said, with an odd darkness, and for a moment, Spidey felt just a little bit scared. He really didn't have any idea who this man was, but something told him he'd just caught a glimpse of something more powerful and dark within, and wondered, for a second, just what the Doctor was truly capable of when in his element. It was both awe inspiring and terrifying at the same time, whether this man harboured much more power than what appeared on the surface.

Spidey had to shake these thoughts from his head though, as he focused back to the present, and was surprised when he noticed he'd been staring at the Doctor, who had seemed to notice this.

"Right," the Doctor suddenly yelled, jumping to his feet. "We had better go find whoever's responsible then, before they cause any more trouble." He pulled his tracker back out of his pocket and switched it on. "Let's see if I can trace it directly through this," he said, giving the device a whack. "Ah here we go, it's moving further down the building." He looked up at them. "Well, what are you waiting for? Come along comrades," he said enthusiastically, before heading out of the room.

"Comrades?" Amy could be heard whispering under her breath, as she walked out of the room.

Spidey stood up slowly, and began to follow after them again, turning back to give the machine one last glance before heading out the door behind Amy. For some reason he had a bad feeling about what was going on, and it was never a good idea for him to ignore his instincts.

...

This time, it was much slower as they moved through the building, the only sound being the constant beeping of the machine and the Doctor's occasional grumbles as they moved silently through the floors. No one really knew what they would find when they reached their destination, and there was an odd sense of apprehension in the air.

Amy looked over and watched as Spider-Man walked along beside her. Despite being possibly the strangest man she'd ever met (apart from the Doctor, of course) and having a strong habit for making jokes, he seemed like quite a nice guy. She could tell there was more to him than what appeared on the surface, and thought that, with time, she could probably get used to having him around.

But right now, she was sensing an unsettled concern coming off him, and it made her feel just a little unsure about their situation, wondering if walking straight into the danger was really the best idea, even though that is what they normally did. She was getting a bit of the "heebie-jeebies" this time round, for some reason.

"Doctor, is it wise for us to just go strolling straight in?" she decided to question.

"Yeah sure, it's fine, it's what we always do, isn't it?" the Doctor said cheerily, giving her a smile.

"O.k. then," Amy replied.

Spidey just gave her a look before turning back ahead again.

"Running head first in to danger is what I do best. You should know that by now Pond, and humans have an extreme sense of curiosity, you'll just go looking about for trouble eventually anyway," the Doctor continued, rambling on ahead of them.

...

After a few more minutes of long silence, the Doctor paused and began to grumble again, whacking and shaking around the tracker.

They all watched him do this for a second, before Spidey finally spoke up.

"What's wrong?" he asked.

"Oh nothing, it's just, misbehaving," the Doctor said sheepishly, continuing to grumble over the malfunctioning device, before it started to make all sorts of strange beeping sounds, and Spidey's spider-sense tingled.

"Oh oh...," was all Spidey had time to say, before the thing exploded in a shower of sparks and smoke, the Doctor dropping it to the ground instantly.

"Ow, wow, ow, ow, ow," he whined, while sucking his fingers desperately, the others all coughing and spluttering from the smoke.

"Ahh smoke in lenses, blinded spider here," Spidey coughed, rubbing at his bug eyes, trying to remove the soot that had accumulated there, unshielded by his futile attempt at covering his face with his arms.

"Ah, I think our tracker just, might have blown up," the Doctor said, turning around to look at them with awkward embarrassment apparent on his face.

"You think, Doctor?" Amy complained, while rubbing at her own watering eyes.

"You maybe could have warned us next time," Rory said. "What even was that stuff anyway?" he then asked.

"Ah, smoke... It's complicated," was the Doctor's only explanation.

"Right, maybe next time the Spider says something like "oh, oh", or any other words with similar relation to trouble, we should all hit the deck," Rory joked sarcastically.

Amy frowned and looked at him funny, and the Doctor seemed stumped.

"Wait, are you suggesting that he has a pre-cognitive ability? That he knew what was going to happen, before it happened?" the Doctor asked seriously, looking at him with eager eyes.

"Well yes, he has a... what you could call a danger sense, that warns him of danger before it happens," Rory explained.

"It's true," Spidey piped in, while in the process of... licking his gloved fingers and wiping his lenses with them...? Amy observed in confusion, as Spidey pulled the bottom of his mask back down.

"I thought you were a spider, not a cat," she commented.

Spidey just stared at her for a second. "Ahhh...?" he replied, momentarily stumped.

"You said you had a danger sense?" the Doctor pressed.

"Oh, yes, I like to call it my spider-sense," Spidey answered, shaking himself back to the subject. "It's like a buzzing, or tingling in the back of my head that warns me when danger's around and the severity of such danger, but it also has many other forms of use. Sometimes I can "see" things around me through my spider-sense, and sense vibrations through my webs and the environment, without having to look. And I can also instinctively know exactly how to act before something happens," Spidey explained freely. "It also helps me with my reflexes, allowing me to react quickly and fight automatically, and be able to dodge any form of weapon," he continued, finishing.

"May I?" the Doctor asked curiously, holding up his sonic.

"Ah, I guess so," Spidey hesitantly agreed, standing back.

The Doctor scanned him over with his sonic, waving it up and down. "Hmm, very interesting," he said, "you seem to have some form of pre-cognitive psychic ability, and a possible low form of telepathic mental shield. You seem to have a protective barrier around your mind, like a radar alerting you to danger, or even other people's presence" he explained, fascination evident in his voice. "That's not a normal ability on Earth," he added.

Spidey just looked at him.

"Now, that _is_ pretty cool," Amy agreed, showing surprised interest.

"Yes, it is rather. I think maybe we should all pay more attention to this "sixth sense" of his. Could keep you two out of danger," the Doctor suggested.

"Yeah, well, we'll keep it in mind, right Rory?" Amy said, giving Spidey a poke in the chest teasingly.

"Amy," Rory protested.

"Oh don't get your knickers in a knot," Amy joked playfully, making Rory look uncomfortable.

"Right, anyway, how exactly are we going to find this thing now that the tracker's gone?" Rory asked, after he'd composed himself.

"Well, we," the Doctor started, but was cut off by the sound of screams coming from a few floors below them.

"Or, we could just follow the panicked screams. See-ya!" Spidey yelled, as both he and the Doctor took off like rockets towards the stairs, seeming to have an automatic internal reaction to screams. Amy and Rory quickly followed after them.

 **...**

 **Well, another cliff hanger :P Hehehehe. I have a feeling you guys are gunna love the next chapter :)**

 **Review! And let me know if you are enjoying this :)  
**


	9. Chapter 9

**I'd like to say a huge gigantic thank you to Honeydew's Long Lost Sister, Cashagon, Ingenius221B, Peter, awesomebrenguy, Justus80 and Emrys Holmes for leaving reviews. I LOVE YOUUUUUUUUUUU! :)**

 **Now, from here on it's pretty much full on awesomeness, (well I think so), so if I don't make you laugh, cry, die of adorableness, yell, scream, shout, smile, giggle or all of the above at least once, I will be most disappointed :P So please sit down comfortably with your feet up, and enjoy :)**

 **Cashagon: Mwhahahahaahahahahahaaaaaaa! (you'll understand in a minute).**

 **Disclaimer: I own nothing!**

 **...**

They raced down the stairs as quickly as they could, before suddenly reaching a floor a couple of flights down where people were running desperately in their direction, trying to escape, with 'terrified' faces. And they had to momentarily slow down in order to navigate around them.

"What on earth is going on?" Rory asked when he reached the flow of escaping people, a little surprised by the sudden chaos.

The Doctor was already moving forward at a brisk pace towards a room down the corridor though, and they all quickly ran to catch up.

That is, until, a desperate, shrill scream pierced the air and they all turned around quickly, only to find Spidey clutching his head and staggering around slightly, until he leaned against the wall.

Rory quickly ran back and grabbed his shoulders in concern. "Spidey? Spidey, hey, are you ok?" he asked, until they all suddenly realised what was going on, and slowly turned around with alarmed faces, to look inside the room. And what caught their eyes was not what they had expected.

"Oh. No," the Doctor said, as the dreaded form of a Dalek could be seen moving around the room.

" ** _Compatible technology search commencing, searching primitive materials,"_** the Dalek spoke to itself in its harsh, raspy..., robotic voice.

It appeared to be using some sort of device, (or magnetic field), to pick up and sort through all the technology, appliances, and pretty much anything that could be of use in the room - until it seemed to find what it was looking for, and separated a group of items from the rest, bringing them to float just above its metal head - an odd, clear sort of warping, appearing around them.

 ** _"_** ** _Compatible technology located, destroying all unnecessary objects,"_** it spoke, before suddenly activating its weapon and shooting the unwanted bits in the room with an explosion of messy bright light, causing Amy and Rory to gasp in alarm, shielding their faces.

The Dalek spun round to look at them, alerted by the noise. **_"Primitive life forms detected, EXTERMINATE!"_** it said.

Amy and Rory both grabbed each other and screamed as the Dalek madly fired its weapon upon them. But, right at the last second, what appeared to be a metal bench (or table of some kind) was flung in front of them, repelling the shots.

Spidey quickly let go of the webbing before the energy could reach him, and ran forward with angered determination.

"Get out of here now!" he screamed, before they felt him leap upon the back of their shoulders and propel himself over the top of them in a somersaulted flip into the room, where he landed in a ready crouch on the floor.

"No!" the Doctor yelled from behind them, as they slowly began to move away from the doorway.

 ** _"_** ** _Genetic anomaly detected, must destroy, EXTERMINATE!"_** the Dalek screamed.

"What? That's an insult to my existence!" Spidey mocked, not listening to what the Doctor had said. But there was hardly any flippancy to his remark, as anger was boiling through Spidey's veins. As, in the last few seconds he'd been standing there, he hadn't missed the sight of the few people in the room who'd sadly lost their lives this time. And he... was furious!

"You just killed innocent people with your actions, and that's something I _can't_ let you get away with," Spidey growled venomously, waiting for the Dalek to act.

He only just managed to leap onto the ceiling, as the Dalek open fired on him in a seemingly wild, unfocused manner. But instead of what Spidey had expected, it didn't stop there.

The Dalek spun with incredible speed as it suddenly began to rain shot after shot at Spidey. He was forced to move in a desperate scramble for speed along the roof and over the walls, twisting, turning, and rolling his body out of the way within a hair's breadth of being shot. His spider-sense screamed inside his head for him to move, move, move, move, move! And he knew that if he got hit by just one of those blasts..., that would be it.

Fear overcame him and his eyes widened as he tried to think of a solution. He quickly twisted his body round to be able to turn and face the Dalek as he manoeuvred through more beams and shot a web at the Dalek's eye stalk in a desperate attempt to blind it. But to his horror, the Dalek simply dissolved it instantly.

Panicking, he swung on a web over and across the room at an angle, just managing to avoid the shots, and landed on the back of the Dalek, trying to rip its eye stalk or gun off. But it just swivelled around to face him and practically shot through him at point blank range, barely missing him, (as his spider-sense slowed things down), allowing him to escape just in time.

He yelled out in shock and tumbled off onto the ground directly in front of the Dalek, and his eyes widened as he once again saw things in slow motion, and flipped backwards out of the way at the last minute before the Dalek shot him in the middle, and he crashed messily into the wall behind him.

He quickly got up and leaped back onto the roof again before instantly swinging back down at an intense speed, yelling out, before slamming his booted feet into the only yet half turned around dalek with his full spider strength, effectively slamming it into the wall.

Spidey just crouched there, panting, on the floor, waiting to see if his attack was effective. But the dalek just seemed to spin itself around, and move back out of the wall (unharmed).

In that moment, Spidey made the decision that the wisest option right now was to flee, and that, he did.

Spidey tore towards the door with tremendous speed, propelling himself around the corner and into the corridor. He was shocked to find Amy, Rory, and the Doctor, were all still outside, with looks of alarm on their faces.

"Run!" he screamed, as he tore towards them at great speed. And they didn't need to be told twice, as Spidey had to duck to avoid a beam.

The group ran in the direction of the stairs.

"Quick, head for the TARDIS," the Doctor yelled, leading the way down the stairs, as another shot of blue energy seared the wall above them and they could hear the dalek booming 'exterminate', repeatedly, behind them.

"DUCK!" Spidey suddenly screamed as his spider-sense exploded, and without a second thought, they all dropped low against the stairs as a series of shots burst out above them.

Rory sighed out in momentary relief as he helped Amy up, and they continued down the stairs.

"Spider-Man, I want you to take Amy and Rory to the TARDIS," the Doctor suddenly commanded.

"What?" Amy yelled, surprised.

"I want you to take them now, it's not safe, and I won't have anything happen to them," the Doctor enforced.

"But..," Spidey began to protest.

"No buts. Just do it," the Doctor yelled back.

"What about you?" Spidey asked in concern.

"Don't worry about me. Just get them to safety. They'll be a lot safer with you right now." the Doctor argued.

"I...," Spidey started.

"Just go!" the Doctor yelled, and Spidey saw the guilty, pained look of desperation on the Doctor's face, and, instantly, saw a mirror image of himself and his concern for his loved ones.

Spidey silently nodded in response, before he quickly picked up speed and ran up behind Amy.

"Hold on!" he yelled, as he grabbed her with one arm as he ran past. She yelled out in alarm at being picked up, but didn't protest any further as Spidey quickly ran up behind Rory and scooped him up in his other arm. He waited until they'd both wrapped their arms firmly around his chest and neck, before he pushed off the ground, unwound an arm, and shot a web at the ceiling, effectively propelling them along.

He continued this movement (if a little awkwardly) with one arm as he swung around the next floor of the spiral staircase and headed to the next set of steps.

He looked back for a second to see the Doctor propelling himself along just behind them, looking back over his shoulder. He couldn't see the Dalek, but another shot rang out behind them from the stairs they'd just so hastily descended, and he pushed forward a little faster.

Spidey swung them down to the next floor, before his spider-sense blossomed and he instinctively let go of his web and clung onto them both tighter.

"Hang on," he said, as he twisted them through the air, narrowly avoiding a shot before quickly catching them again on a web line, inches before they tumbled to the ground.

"Alright," he said, "I'm going to do something to get us there faster. Whatever you do, don't dangle your legs downwards," he ordered, in fear of them breaking their legs. He looked back to check the Doctor was still behind them, before swinging clean over the edge of the white, spiral staircases, letting himself free fall down the centre.

Amy and Rory yelped in surprise and pulled their legs up away from where the ground would rise up to meet them, holding on tightly.

He timed it perfectly and spun a web to twist them back towards the correct floor and landed gracefully on the ground.

Amy and Rory both let out gasps of surprise before he untangled himself from them.

"Get in the room," he said quickly, and began to swing back up the staircase until he spotted the doctor, whom he quickly shot a web at and pulled himself towards (to the Doctor's great surprise), and did the same to him as he'd done to the other two.

As soon as they hit the ground (the Doctor a little startled and wobbly), they ran straight for the room, piling themselves in before slamming the door shut behind them.

The Doctor just stood there with his head leaning against the door as they all caught their breaths, panting from all the running. Amy and Rory, specifically, rested their hands on their knees in sudden exhaustion.

"No," the Doctor quietly whispered to himself, before pushing off the door and becoming serious. "Barricade the door, it's not much but it might give us _some_ cover," he said, and Amy and Rory quickly helped barricade it with broken desks and whatever else they could find.

Spidey watched them work. "What... was that thing?" he asked, slightly breathlessly, obviously not too happy about the current events.

"A Dalek," the Doctor complied, with obvious bitterness dripping from his voice.

"And that is?" Spidey questioned.

"Bad," the Doctor replied, with fuelled anger.

"Doctor, where is it?" Amy asked in fear, looking around.

"I don't know," the Doctor said. "I suspect its gone back to its lair to add its newfound treasure to its collection and continue building whatever that pile of scrap was. We're not important enough for it to bother with anymore. It has a grander plan," he explained, while looking at them gloomily.

"Ok, so what now?" Amy perked up, trying to keep positive.

The Doctor looked at her, before suddenly clapping his hands together loudly and moving back through the room toward the TARDIS, which was still sitting by the window.

"We stop it, of course," he said, with a big grin. "Come on!" he said energetically, and Amy and Rory enthusiastically raced up after him towards the blue box, leaving Spidey standing there all by himself.

"Ahh," he muttered as he watched them go, "are we safe in here? As in, it's not going to somehow get in through the windows, is it?" He slowly walked up after them.

"No, I shouldn't worry if it does, nothing can get through these walls," the Doctor replied, patting his box while unlocking it with a key. "Well, almost nothing," he added sheepishly, before quickly disappearing within its innards. The others soon followed him.

"O.K," Spidey said to the now empty room, apart from the strange box standing by itself. "So, we're all just going to pile into the odd blue box now, are we?" he asked. "Hmm well, stranger things have certainly been done, I think," he mumbled, only to receive silence as a reply. "Well, are we going to go into the box Spidey?" he asked himself, while hesitantly moving forward. "Yeah I'm just gunna, disappear now into this, alien box here now. That's normal, totally normal, right?" he continued, talking to himself as he rounded the doorway. "Ok here we go; I'm following the weirdos into the box. I'm..." but completely trailed off as he finally walked through, his jaw dropping wide open and eyes popping out of his head. "Oh...," he said, as he took in the sight before him.

The Doctor was fiddling around with some sort of junk under the glass floor beneath the large centre console, while Amy and Rory were leaning over the railing, watching him work in mid conversation.

Spidey's eyes moved passed them and travelled up the centre console and time rotor to the complex roof of the ship, taking in the vast size of the room and the golden alien symbols decorated all around.

He stood there in absolute awe, automatically cocking his head to one side as his brain whirred to life, trying to figure it out.

"Ow, my spider-sense," was all he managed to say.

 **...**

 **Yes, Spidey just fought a Dalek, no you're not imagining things.**

 **Please, please, please, please review! I love reviews :) And if you don't review I wont put up the next chapter! Just kidding :)**

 **Coming up next, Spidey gets introduced to the TARDIS. See you then :)**

 **AliciaRoseFantasy**


	10. Chapter 10

**Hi guys! I hope you like this chapter. It's one of my favorites :) And of course, thank you to dwillett1, FrivolousThoughts, Wind Walker, awesomebrenguy, Cashagon, Emrys Holmes, Ayane the Tiger, Honeydew's Long Lost Sister and Guest for the wonderful reviews. I'm so thankful for all your encouragement :) I wouldn't be able to do this without your support :)**

 **Cashagon: Awww I'm not laughing at you. Big cyber hug? :P :)**

 **Disclaimor: The TARDIS and her current occupants do not belong to me. I think she'd object if I tried to take them from her :P**

 **Now read! :)**

 **...**

Spidey slowly began to inch himself backwards towards the door, his expression unchanging, before suddenly ducking out, and crawling all around the outside of the TARDIS, even perching momentarily on the light on top, before jumping back down into the doorway.

"Yup, bigger on the inside," he said in shock. "Cool," he then decided, before slowly pushing the doors shut behind him (without turning around), and hesitantly creeping towards the stairs leading to the console.

"I swear I had some communication ear pieces in here somewhere," the Doctor was saying, head buried in a trunk full of strange alien objects that had been hidden somewhere beneath the TARDIS floor.

"How is it possible for a Dalek to even be here?" Rory asked.

"Well that's robotic, hateful aliens for you (or non-aliens if you consider the Cybermen) - always seem to turn up everywhere, and simply refuse to die," the Doctor's voice replied, sounding a bit on edge.

"Ok, what do we need ear pieces for? What's the plan?" Amy asked, crossing her arms, trying to put some order and sense into things.

The Doctor's voice seemed to perk up at this. "Well, I was thinking we should all put ear pieces on so we can communicate with each other, and split up. Maybe one of you stays here and monitors the building's surveillance system, keeping an eye on things, while the rest of us go and activate that teleport to force the Dalek back where it came from, before it causes any more trouble, while the spider distracts it," the Doctor explained.

"Hmm, well, that could work," Amy said, agreeing.

"Nice, simple, and easy," the Doctor said, seeming to be content with his plan.

"What about Spider-Man though? You sure it's safe to send him out as a diversion like that?" Rory asked, his concern for the wall crawler showing through once again.

"Yes Rory, don't worry it's fine. He can handle himself," the Doctor said. "Ah yes, gotcha!" he then announced, as he pulled out a set of bulky ear pieces from the trunk. "Now, I want you to each put one of these on and...," the Doctor trailed off when the TARDIS made an odd noise, and he looked wildly around in confusion.

"Oi, hey, hey, hey, hey, no, no touching," he complained, as he tore up the stairs to the console, running over and snatching Spidey's curious hands away from the console.

Amy and Rory were shocked to see Spider-Man standing there at the console behind them, as they hadn't even heard him approach. " _Dang spider powers_ ," Rory thought, as he watched the sneaky spider curiously, to see what would happen next.

"Is that a toaster? And, are they...taps? What is this, kitchen junkyard? Looks like it's been put together from bits of garbage," Spidey joked, babbling while trying to reach for the extremely odd and out of place looking objects set around the time rotor, in the middle of the room.

"No, don't touch," the Doctor yelped, as Spidey pulled a lever and fiddled with some odd buttons, making the TARDIS whine and whinge in an awfully painful way.

"How does this work?" Spidey asked thoughtfully, before the Doctor managed to snatch his itchy hands away from the controls again, quickly fixing things. The TARDIS stopped groaning, and settled down.

"Now, keep your hands _off_ the controls, unless of course you want to blow up the entire universe," the Doctor said grumpily, but the request was un-needed, as he suddenly paused to observe Spidey's odd change in behaviour.

He was standing there, still as a statue, next to the Doctor. An eerie silence seemed to have enveloped him, his head tilting from side to side sharply every now and then, as if listening to something that they could not hear.

"Ah, Spider guy?" the Doctor asked cautiously, before starting, as Spidey suddenly jumped up to perch with his hands and feet sticking to the time rotor, clinging there still and quiet, his head continuing to move in an insect-like way. They then watched as he hesitantly pressed his forehead against the clear glass, and the TARDIS hummed.

"Is this... alive?" Spidey's sudden question startled them out of their trance-like state, watching him in the dimly lit, orangey blue glow of the room.

"I can sense her," he then added before they could answer, turning his head to the side to look at them while still keeping contact with the glass.

"Ah yes, you can sense that?" the Doctor confirmed with great interest, while taking a small step forward.

"Yeah," Spidey replied, before surprising them by rubbing his nose into the rotor.

The response was instant, as the TARDIS erupted with a noise that sounded awfully much like a happy giggle.

The Doctor smiled widely in astonishment, as he'd felt the response from his ship. "Well, I was right about the psychic ability then. She likes you," he said, still not quite believing it.

"She's tickling my spider sense, probing at my mind," Spidey explained, "and I sensed her pain when I mucked with the controls earlier," he enlightened.

"Well... that's, a first," the Doctor said, out of words. "But can you get off before you put foot prints all over the glass?" he then complained.

"Yes sir," Spidey said, before jumping off the rotor and landing on one of the black pipes stretching across the ceiling, descending upside down on a web.

"Oh, no, I meant 'off entirely', not hanging from the ceiling," the Doctor whined, flapping his hands around in annoyance.

"Naww but I'm a spider, it's what I do," Spidey said, wiggling around on his web as if trying to get comfortable. "Besides, she likes me," he then added.

The Doctor growled loudly. "Fine, whatever," he grumbled, waving his hands in Spidey's direction in defeat, before walking over to the screen and typing away.

"Now, let's see if we can hack into the camera service. Yes!" the Doctor said, as he pulled up the surveillance of the building. "Oh of course," he deflated, "the cameras upstairs have been disabled. How typical! And look, so have the ones in this room. Probably got shot at," the Doctor babbled, pointing at the screen, while Amy and Rory watched from behind him.

He caught sight of movement in the corner of his eye and looked up. "Ohhhh what are you doing now? What did I say before about footprints?" he whinged as he caught sight of Spidey. He had been crawling around the orange and golden ceiling, investigating everything, before coming over to look at the screen from up above.

"Ah, sorry...?" Spidey offered, just causing the Doctor to sigh, before looking away.

"Ok, Rory and I will sneak back to that storage room where I'll try and get that teleport to work. Amy you stay here in the TARDIS and watch the cameras. Give us a heads up if anything happens..."

"But wait, why me, why do I have to stay here?" Amy asked crossly, in a drawn out moan.

"Because you're the pretty one," the Doctor teased, causing Amy to pout.

"And Spidey, errr..." the Doctor started, only to find he was gone again from his previous position, and had to sweep his eyes around the room, turning on the spot for a second, before he finally found him.

"What's with the orange circles? I mean, what are they for, do they do anything? Or are they just for decoration?" Spidey asked from across the wall, off in his own world, examining one of the TARDIS's traditional round circles.

"Spider-Man!" the Doctor yelled.

"Yes, yes, what is it?" Spidey responded, practically jumping to alert and turning to look at the Doctor.

The Doctor sighed. "You'll go and distract that Dalek while we put the rest of the plan into action (assuming you were listening to the plan), and then, when I call you, you'll lure that Dalek into the storage room where I'll teleport it away. Oh, and don't let it take any more stuff," the Doctor explained.

"Yes sir," Spidey said, mocking him again with a salute.

"Right," the Doctor said, turning back. "Put these ear pieces on so we can communicate with each other," he said, while putting ear pieces on both Amy and Rory, fitting them snugly round their ears before activating them with his sonic, causing a white light to start flashing on them.

Rory fiddled with his to make it more comfortable. "Right, how do they work?" he asked.

"Oh it's relatively simple, you just press down on the button and talk into it, and anything anyone else says will automatically come through," he said, while fitting his own.

"Ok, sounds simple enough," Rory replied.

"Spidey? Oh that's it, get over here!" the Doctor yelled, as he'd just caught Spidey sneaking up the stairs towards the interior of the TARDIS.

Spidey instantly stopped and turned around, like a deer caught in headlights, before shooting a web and landing in front of the Doctor with a spectacular array of flips and twirls. "Yes?" he asked.

"Show off," Rory muttered.

The Doctor reached forward towards his face before pausing. "Ah, how do I put this on you?" he observed, as Spidey was wearing a mask over his head and the device was rather bulky. "Wait, I have an idea," he said, before taking off below the floor.

They watched him fumble around for a second through the glass floor, bathed in a bluish light, before he emerged again with what looked like a strange, metal band-like thing, with various technology built into it, which was designed to go around someone's head.

"This used to be a part of some sort of, mind reading machine I think," he said, causing Spidey to look alarmed, "but it'll do," he continued cheerfully. He attached the ear piece to the side of it, before walking forward and slipping it over Spidey's head, tucking it under his chin to keep it in place, the ear piece lining up perfectly with Spidey's ear. "Ah, perfect," he said, admiring his work.

"Ohhhh, now I look ridiculous," Spidey moaned, motioning to himself.

"Oh come on web head, quit complaining," Amy said.

"Web head, how did she know to call me "web head"?" Spidey mumbled to himself, crossing his arms grumpily and looking down at the floor, before following after the Doctor and Rory who were already heading towards the door.

The Doctor bounded down the steps, calling out as he went, "You know what to do Amy?" he asked.

"Yes Doctor, just... be careful," she yelled out after them.

"Stay in touch," he said, pointing enthusiastically towards his ear piece, before turning around to face the door. "Let's go catch a Dalek," he said, looking gleefully at Spider-Man and Rory, before peeking outside.

 **...**

 **Well? Review? Maybe? Possibly? Just a wittle bit?**

 **Hahaha, I hope you enjoyed this chapter and found it as adorable as me :) Next one, next week. Have a nice day/night! :D**

 **AliciaRoseFantasy**


	11. Chapter 11

**Cashagon: Hmm, I don't know, maybe. Tis a secret :P**

 **Guest: Venom? All I can say is, spoilers :P**

 **Read and enjoy! And when you're done, leave a review! :) I'll give you cookies?**

 **Disclaimer: I don't own Spider-Man or Doctor Who.**

 **...**

"Ah...we might have a slight problem," the Doctor said, after poking his head out of the TARDIS.

Spidey's lenses gazed at him. "Let me see," he said quickly, before gently moving the Doctor aside and peeking out the door.

Outside, the room was no longer quiet and eerie. Instead, it was swarming with at least a dozen police and swat officers, who were examining the scene and had set up yellow tape around everything, including the TARDIS.

Silently, Spidey moved back in and shut the door lightly. "Well, they certainly took their sweet time getting here," he commented, before looking up and addressing the two of them. "Don't worry, I'll deal with this one," he said. "I just hope you're not afraid of Spiders," he teased, with an invisible wink, before turning back and sneaking carefully through the small opening of the door when the officers' backs were turned, crawling up the wall of the TARDIS.

"What's he doing?" whispered Amy, who had suddenly appeared at the door behind them, as they looked through the small opening.

"Restraining them, I would presume," Rory answered calmly.

"Where'd he go?" Amy asked, trying to look.

"I don't know, I can't see him, and what do you mean by restraining?" the Doctor asked Rory in concern.

"You'll see," Rory smiled mischievously.

Spidey climbed up to the top of the TARDIS and jumped onto the ceiling, flattening himself against the surface and hiding in the shadows.

He'd used this technique many times. It was one of the trade mark attacks he often used to neutralise threats - 'Stealth Attack', one of his favourites (if he must say so himself), as it consisted of him using similar abilities and strategies to that of a real spider _. 'Stealthy and silent, just like sneaking up on prey',_ he thought _._

A small invisible smile spread across Spidey's face, as he waited in anticipation within the grey walled, grey carpeted room for an unsuspecting cop to not be paying attention.

And soon enough, he got his chance, and slowly began to creep across the white ceiling.

"There," Amy said, as she noticed Spidey slowly crawling along. "What's he doing?" she asked, as he came to a stop above a lone cop.

Slowly, they watched as Spider-Man shot a web at the ceiling between his feet, and began to slowly descend, while hanging upside down, until pausing, just above the man's head. He then let go of his web, clinging onto it with his feet instead, and spread his arms out on either side of the guy, as if waiting to strike, like a predator.

Suddenly, Spidey grabbed the man, quickly gagging him in the process, and scampered back up the web with lightning speed, wrapping the man up in a thick, silk cocoon, before sticking him to the ceiling, letting him hang there.

Rory had to clamp a hand over Amy's mouth, so as not to alert the rest of the police to the misfortune of their colleague, as Amy had gasped. "Shhhh," he whispered, while watching Spidey, who looked at them briefly, before carrying on to the next target.

Spider-Man quickly moved on to another cop and repeated the process, successfully creating two large cocoons of web hanging from the ceiling, which soon became three, then four...

That is, until, Spidey started being cheeky, and tapped the next target on the shoulder, causing him to look round, and then tapping him on the other shoulder, successfully confusing the cop before grabbing and webbing him up.

With another, he descended down beside him and lowered himself enough to be visible and whispered, "shhhh", with a finger across his lips, before grabbing and webbing him up too, scaring the living daylights out of the poor guy in the process.

With another, he pinched him on the backside, one he tickled on the head, and another he nicked his gun.

By the time he was done, there was only one cop left, who seemed to have somehow managed _not_ to notice his team slowly being plucked out of the air one by one. That is, until he did, with the silence becoming just a little bit suspicious, and he quickly turned around...only to be greeted by 11 wriggling bundles of web.

"SPIDER-MAN!" he yelled at the top of his lungs, looking around for the culprit.

"Now, now, don't yell." came a voice from just above and behind his head, causing the man to spin around quickly, to see two large bug eyes emerging from the shadows. "There's no need to shout, I'm right here you know," Spidey said lightly, crouching on the ceiling.

"What is the meaning of this? My officers are hanging from the ceiling! Get them back down here right now Spider-Man, this is no time for practical jokes," the man ordered.

""Hmm," Spidey said, resting an elbow on his knee, while his other hand stroked his chin, as if contemplating his thoughts. "Well, I could just let them go, but that would be no fun," he said, causing the man to sigh in extreme frustration. "Unless," he continued, while shooting a strand of web and once again descending downwards, until he was hanging right in front of him, "you say please?" he teased, cocking his head to one side. He was playing with the officer, who happened to know this all too well.

He let out a deep sigh. "Spider-Man, what is this all about? We..." Spidey quickly grabbed the man and cocooned him up, knocking his cap off in the process, and stuck him to the ceiling with the others.

"Sorry, we have some serious business to attend to, and can't have you lovely boys in blue getting in the way," Spidey said, while leaping down and fetching the cap, before leaping back up again. "I do hope you understand. The webbing will dissolve in about an hour, so, have fun hangin!" he said, popping the cap carefully back on the man's head (who happened to be upright) and giving it a pat. "Cya!" he said cheerfully, causing the man to struggle all the more, before leaping back down to the TARDIS and moving the tape out of the way to find a group of people standing in the doorway, having a hard time keeping a straight face.

"That was both creepy and funny. Funny...and creepy, at... the same time," Amy was saying as they walked out, while pointing absentmindedly around at Spidey.

"Well, that's one way to deal with it," the Doctor commented, poking one of the masses who wriggled in response, before turning back to Spidey with a childish, happy grin. "Right then," the Doctor said, clapping his hands together. "Let's go!" he exclaimed.

The Doctor, Rory and Spider-Man quickly made their way across the room and past the policemen, who were all wriggling and glaring at them. And as soon as they moved past the door, the Doctor tapped his ear piece.

"Amy, do you copy?" he asked.

Amy quickly shut the TARDIS door and ran up the steps. "Loud and clear," she answered.

"Alright, can you check the cameras and tell us where the Dalek is?" the Doctor asked her, as they walked along.

Amy quickly pulled the screen around on the console and looked through the images.

"Ah, it's currently two floors down from the top, moving slowly towards you," Amy replied.

"Right," the Doctor said. "We good with the plan?" he asked, looking towards Spidey and Rory.

"Yep," Spidey said.

"Dandy," Rory added, and the Doctor then threw his arms out around both their shoulders.

"Good," he said cheerfully, as they made their way up the first set of steps.

"Ah wait, the Dalek's doing something. It's just headed into a room three floors down," Amy suddenly said, watching the Dalek on screen as the others reached the seventh floor down.

"Looking for more parts, ok, if we're going to do this we'd better hurry up with it. Spidey, can you go ahead and distract the Dalek, leading it away while we sneak up, like we discussed?"

"Sure thing Doc," Spidey replied, taking off and swinging forward.

"Rory, with me," the Doctor said, ushering Rory to follow him.

"Where're we going?" Rory asked, confused.

"Hiding," the Doctor replied when they reached another floor up, and ushered him through the closest door, easing it shut behind them. "Alright Spidey, the show's on you," the Doctor said into his ear piece.

"Copy that," he replied, as he crawled along the ceiling on the fourth floor, before dropping down and leaning his back against the wall, checking that the coast was clear up the final set of stairs, before scrambling up the railing.

He quickly did a back flip off the other end, and cautiously leaned against the wall in the empty hallway of the third floor.

Slowly, he reached up a hand to his odd ear setup. "Where's the target?" he whispered.

"Ah, in the fourth door from the end of the corridor to your right," Amy's voice came through the device, as she observed his position through the camera.

"Alright, now would be a good time for you guys to tell me a little bit about exactly what I'm dealing with," Spidey mentioned, while keeping his eyes on the said door.

Amy (back on the eighth floor down) contemplated her answer. "Doctor?" she asked.

"Ah, right, yes," came the Doctor's reply from he and Rory's hiding place. "The Daleks are a highly advanced race of alien beings from the planet Skaro, and..., are very old enemies of mine," the Doctor said, saying the last part quietly.

"Aliens? But it's a Robot," Spidey observed.

"No, it just looks like a robot, but it's actually a robotic shell with a living creature inside, a very sick living creature, who's removed all emotions other than pure hate. That being the only thing left. They believe they must destroy any living thing that is not also a Dalek, and won't stop a second before killing anyone. You have no idea how many times I've had to save the universe from those things," he said darkly.

Spidey gulped audibly. "So, how do I stop it?" he asked.

"Well, you can't really, that shell is practically impenetrable. You'll just have to distract it," the Doctor answered.

"Alright, then how do I _not_ , get killed?" Spidey asked, weighing his options.

"Well, the guns are extremely dangerous, get shot and your dead; so, try not to get shot."

"Right," Spidey replied.

"The eye stalk is the most vulnerable part, but you'd need a hell of a big shot to take it down, and you won't be able to blind it," the Doctor continued.

"Yeah, already tried that," Spidey informed.

"So the best option is to just, run, basically, and make sure it follows you, while we get to that teleport," the Doctor summarised.

"Yay, this is going to be so much fun!" Spidey said sarcastically.

"Focus," the Doctor told him.

"Sorry," he replied, before taking a deep breath and letting it out in a big, heavy sigh. He was met with a long silence on the other end of the line. "Hey, we're going to sort this, everyone's going to be ok, yeah?" Spidey encouraged softly, taking a sudden serious tone, sensing the Doctor's worry.

"Yeah I know," the Doctor replied, with a small smile that Spidey couldn't see, feeling warmed by the response.

"Yeah," Spidey said, before sucking in a breath. "Alright, here we go. Wish me luck!" he announced, before creeping down the hall.

 **...**

 **Up next, does their plan prove successful? And a chase through the corridors :P Cya :)**


	12. Chapter 12

**Hello again :) Chapter 12!**

 **Now, thankkkk youuuuuuu to BlueLil, Liam Baguley, Cashagon, awesomebrenguy, Multipule-Characters1-Acct, Emrys Holmes, Honeydew's Long Lost Sister, FrivolousThoughts, and guest, for all the reviews :) :) :) :) Enjoy the new chapter! And when you're done, send me a review :)**

 **Disclaimer: I do not own a thingeth.**

 **...**

Rory sat behind the door of their hiding place, nervously bouncing his leg, as Spider-Man went to face the Dalek.

The Doctor was just sitting there quietly opposite him, waiting for the news to come in over the comms as to what happens next.

He looked over at Rory briefly, still holding a hand up to his ear, and Rory took the chance to speak up.

"You know, do you ever think when you send someone in like that, that you might be sending them to their deaths?" Rory asked critically, looking slightly distressed.

The Doctor just sat their silently for a minute in the dark room, considering his thoughts, before answering. "Yes, it is something that crosses my mind," he said quietly.

"And yet, you still send them right into danger?" Rory accused, huffing.

"No, no Rory you know that's not true, what's brought this on? ... Is it Spider-Man?" the Doctor asked him in concern.

He was answered with silence.

"Rory, he can handle this, I wouldn't have sent him out there if he couldn't. Plus, he agreed to go," the Doctor reasoned, looking at him reassuringly.

Rory just looked away from him towards the white closed door, swallowing, upset evident in his eyes.

"Let's just hope you're right; he is just a kid you know?" Rory answered, voice tight, letting the question hang open in the air.

The Doctor's eyes snapped towards him, "What? Just a kid! What? Rory why didn't you tell me this? How was I supposed to know he's only a kid? He calls himself Spider-Man!" he practically yelled, holding an arm out in frustration in front of him, before placing his head in his hands, grumbling.

"Well, he _has_ always had self esteem issues, and I wasn't sure if I should because of his identity. I honestly thought you would've known, being a Time Lord and all," Rory replied, explaining his reasons.

The Doctor just sighed in disbelief, shaking his head slowly, before looking back at Rory. "You know, you're a good person Rory. I'm not sure how many other people would've considered that. Amy's lucky to have you," he said honestly.

"Yeah, she is," Rory replied. The Doctor looked at Rory in appreciation, before speaking into his comm.

"Amy, how's the Spider doing? Keep a close eye on him ok? And tell me if anything goes wrong," he spoke, with a small encouraging smile at Rory.

"Thank you," Rory said, sighing with relief.

...

Spidey crawled along the ceiling after taking his hand away from his ear, and moved cautiously towards the doorway of yet _another_ office room. " _Why not go about this the good old fashioned way?'_ he thought to himself, as he perched upside down in the top of the door frame.

"Yo, ugly tin can!" he addressed the Dalek loudly, successfully getting its attention, as it spun around to look at him. The blue of its eye stalk zooming in on the rather large red and blue spider crouched in the doorway.

"Hey, I don't know about you but, this Spider's looking for a giant pepper shaker that went walk about somewhere around here. You wouldn't happen to know where it went would you?" Spidey quipped, while making to look around the room dramatically with his head.

 ** _"_** ** _Genetic anomaly re-detected, EXTERMINATE!"_** the Dalek shrieked.

"I _thought_ you might say that. Catch me if you can!" Spidey yelled, as he shot a web and took off swinging down the hall towards the stairs. "Whoooohooo," he exclaimed, in mock joy, as he went. He didn't know enough about a Dalek to know if this would actually annoy it. But whether it did or not, what he did know was the Dalek was now speeding along the ground following him, judging by the fizzing shots of searing blue energy that were now heading his way.

"Whoops," he said, as his web line was temporarily cut, but he quickly fixed the problem by shooting a new web. "Missed me," he teased, as he then propelled himself head first like a bungee down the stairway, hoping to put a bit of distance between them.

He looked back to see the Dalek levitating after him, and his eyes widened. "Well, of _course_ it levitates, how did ya think it was chasing you so fast before, idiot?" he said to himself. "At least the place is fully evacuated now, or things may not be so pretty," he added, in relief, before pressing the button down on his ear piece. "The plan is a go, I repeat, the plan is a go. Tin Can is currently chasing after the handsome spider, over," he said jokingly, into the comm, before quickly shooting a web and swinging into a floor somewhere between Rory and the Doctor's hiding place and Amy's location.

He quickly dashed stealthily into a room.

...

"Ok, copy that. Over," the Doctor said, while pulling Rory up and opening the door. They checked that the coast was clear, before both running over and up the stairs to reach the top floor while the Dalek was occupied.

...

Spidey hid quietly behind the door of a small reception room, waiting for the Dalek to pass. The room was pleasant enough. Red seats were set around a black table, piled high with various magazines. A large, white desk sat to one side, with a rotating office chair and desktop computer behind it and a little golden bell sitting on the surface. But after just a few seconds, he heard the humming sound of the Dalek.

It slowly hovered past the door, eye stalk swivelling around searching for him, before coming to a stop just down the end of the corridor in front of a large, rectangular window pane, looking out over the city.

...

The Doctor and Rory finally reached the storage room, puffing.

The Doctor straightened up after a minute or two and spoke again into his ear piece. "We've reached the room, entering now," he said, before quickly pushing open the door, and they both practically stumbled inside.

"He's doing alright, currently hiding from the Dalek behind a door," Amy piped in over the line, as she closely watched everything on the screen.

"Good," Rory responded, as they knelt down in front of the teleport, which came up to just above the knee in height. It was a rather peculiar machine, as it was wide at the bottom, slowly becoming slimmer as it went up, with the whole device being circular. Rory had no idea how it worked, or how the Dalek managed to make it so smooth.

...

Spidey silently listened to the chatter going on in his ear, and very slowly began to sneak the door open. His lenses glowed in the darkness of the room behind the door, in an almost creepy fashion, before lightening as he slowly moved out. He turned to face the door with the front of his body in one quick, smooth step, leaning closely into it, before moving stealthily forward, while never taking his eyes off the confused Dalek, and latching a hand onto the wall. He then began to creep up to the ceiling, moving in slow, steady bursts forward.

...

"He's creeping up on the Dalek," came Amy's voice, as Rory watched the Doctor start fiddling with the device.

"Ok, what do we do now?" Rory asked him patiently.

"We finish it, and then we wire it to send that Dalek back where it came from," the Doctor replied, while concentrating, as he pulled a panel out from the side of the device to reveal its innards. "Could you hold up this torch?" he asked, as he pulled a small silver torch out of his jacket pocket.

"Umm, yeah," Rory replied, nodding, as he turned it on. The Doctor immediately started pulling out wires, holding some of them in his mouth.

"Ah, is that safe?" Rory started, alarmed.

"I've already turned the power off," the Doctor explained in a muffled reply, before pulling out his sonic with his other hand, and started to buzz things.

"Oh, right," Rory replied tentatively.

...

Amy leaned in towards the screen, with one hand holding onto the golden bar, keeping it low in front of her gaze. She bit her nails as she watched the Doctor work, before switching her gaze to Spider-Man, who was doing nothing other than sneaking up on the Dalek.

...

"Looking for me?" Spidey asked, as he pounced on the Dalek, swinging around it at top speed from a thread attached to the ceiling. He attempted to wrap it up in a thick cocoon of webbing, just like before, sticking it to the floor in the process.

 ** _"_** ** _AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!"_** the Dalek screamed.

Spidey landed in a crouch in front of it when he'd finished, admiring his handy work.

"Hahaha, now that's what I call 'tied up'," Spidey joked, as he stood up in front of his prey, happy with his catch.

That is, until, the lights on the Dalek's head slowly lit up ** _. "Le-vi-tate,"_** it boomed, as it powered up, beginning to push off the floor, snapping the webbing in the process.

"Ohh come on!" Spidey complained, as he watched the Dalek free itself.

" **Ex-ter-MIN-ATE**!" the Dalek screamed, and Spidey could swear he heard bubbling anger in its tone.

"Oh no," he said.

...

"Gotcha!" the Doctor exclaimed, as he shut the hatch on the teleport, and it powered to life. "Amy, what's the status?" he asked. "And Spidey, can you start leading the Dalek back up towards us now?" he added, as he and Rory slowly stood up.

"Ah, that might be a bit of a problem," Amy replied through the comm. "Spidey's got himself into a bit of trouble," she explained.

The Doctor sighed. "What kind of trouble?" he asked.

"Is he ok?" Rory added.

"Umm..." Amy replied.

 **...**

 **Oh oh, I smell trouble! If you enjoyed, do let me know! And feedback is much appreciated :)**


	13. Chapter 13

**awesomebrenguy, Emrys Holmes, BlueLil, dwillett1 and Honeydew's Long Lost Sister, I give you cyber cookies :)**

 ***sniff sniff* oh dear, you're in for it now *sniff sniff* Read, and do leave a review when you're done :)**

 **Disclaimer: Why do I not own this? It's so sad :( lol :P**

 **...**

"Whow, whow, whow, WHOOOOOOOOOOOOOWWWWWWWWWWWW!" Spidey screamed, as he zoomed past a doorway on his web.

"EXTERMINATE!" could be heard, as an angry Dalek whizzed past shortly after him.

"Ah, could you guys hold on that request for a minute?" Spidey asked. "Yyaaa!" he then yelled urgently into his ear piece, as he almost had his foot fried, had he not quickly moved out of the way.

"The Spider's somehow managed to anger the Dalek," Amy's voice sounded through the comms.

"Of course he has," Rory murmured shortly after.

"Hey, it's not my fault it's a walking, talking, machine of death who possesses anger issues," Spidey said, swinging along. "And it just so happens to be attacking me with both a sink plunger, and part of a food blender that shoots lazers," he added, while shooting multiple webs across the hall to try and trip the Dalek up. "I mean, it was just asking to be mocked; who invents this stuff anyway?" he rambled, before his spider- sense went off again. "Spider-sen, Oof...!" he said, as he turned around too late, and slammed into a most conveniently placed, large brown cupboard, destroying it in the process.

"Oh, yeah, no, thanks spider-sense," he complained a second later, pushing himself up with his hands. Amy's obsessive giggling rang in his ear, followed by her clearing her throat to try and gain some composure. "Oh yeah, laugh at the poor li'l spider," he started, before looking up, "who's currently about to become FRIED SPIDER!" he yelled, as he spotted the Dalek emerging behind him, having gotten through his web traps.

He quickly scrambled to his feet and took off again.

"What's going on? Is everything alright?" the Doctor's worried voice asked franticly.

"Oh yeah, everything's fine, just running for my life from an insane robot, nothing new," Spidey joked, as he tore along at top speed.

" ** _Genetic anomaly must be captured,"_** the Dalek suddenly said, other than its consistent 'exterminate'.

Spidey momentarily landed on a wall in shock, before having to quickly move out of the way again as the Dalek continued to shoot at him.

"What, wha, did you guys just hear that?" Spidey asked in alarm.

" ** _Must. Not. Escape!"_** the Dalek continued.

"Heard it, just, having trouble believing it," the Doctor replied, confused at this new development.

"Doctor! Now might be time for some help!" Spidey said, as he was starting to become puffed from all the continuous running.

"What would it want with _him_?" Amy asked in confusion, staring intently at the TARDIS screen, watching as the action unfolded.

"Not with him, from him," the Doctor said, in realisation. "Spider-Man, how far away are you?" he then asked.

"Ah, I can _try_ and lead it up your way now, but it keeps running me all over the place," Spidey replied.

"Right, don't let it get to you. Rory, search the room for anything unusual, quickly!" the Doctor ordered, as they began to anxiously search the room for anything they might have missed.

"Hello? What does it want? What's going on?" Spidey asked, as the Dalek blew a hole in a wall behind him.

"Your DNA. I said before it was quite remarkable. You have power and that's what the Dalek wants. Daleks have always been ones to use genetic engineering, since they happen to be genetically engineered themselves," the Doctor explained.

"What!? Ok, the wanting to steal my DNA thing is nothing new, but the Daleks are genetically engineered?" Spidey asked, in shock.

"Afraid so," the Doctor replied.

"Brrrr," Spidey shivered, "it's nice to know we're somewhat related," he said sarcastically. "What should I call you? Cousin big-tempered pepper shaker?" he quipped, looking back at the Dalek.

"More like squishy octopus," the Doctor replied. "That's what it looks like, a squishy green octopus," he explained.

"Eeewwwww, now that's just gross," Spidey said, before exclaiming, "incoming!" as he burst into the room with the Doctor and Rory, and stood in a ready stance in front of the teleport. "So, what's the plan doc?" he asked.

"Wait, no, I'm not ready," the Doctor yelled in alarm, while Rory was caught standing in the back of the room in a corner, half bent down, searching through things.

"Oh," Spidey said, before the Dalek appeared in the doorway.

" ** _Exterminate, exterminate!"_** it said psychotically, before firing into the room. Rory and the Doctor ducked for cover.

"Hey zappy, it's me you want, isn't it?" Spidey asked, after jumping to the ceiling to once again get its attention.

 ** _"_** ** _Exterminate!"_** it simply said, and began firing at Spidey, who started quickly leaping and bounding towards the Dalek.

' _Only one shot at this',_ he thought to himself, as he landed right on the front of the Dalek and grabbed the gun stalk as hard as he could, forcing it to stay in one spot, pointing towards an empty part of the room.

"Rhaaa," he yelled, as he strained to hold it in position.

The Doctor stood and stared at Spidey in shock. "What are you doing?" he asked in alarm.

"Rrr," Spidey said, his arms shaking slightly from strain as he looked back at the Doctor. "Just, do what you need to do ok?" Spidey told him, before the gun suddenly seemed to explode, and the Dalek lit up with bright blue light.

"Yaaaaaaaa!" Spidey screamed a heart wrenching shriek, before falling limply to the ground, unmoving.

Rory and the Doctor slowly rose up from their hiding places, staring in shock.

"No!" Rory yelled, before running to Spidey's aid, slipping a hand behind his limp head, and desperately searching for a pulse, (or any sign that he was still alive), with the other. "No," Rory said again, before slipping his fingers from his throat and resting them slackly over the front of Spidey's neck, as he began to cry.

Amy suddenly appeared in the doorway, having run up all those steps as fast as she could when things had started to go downhill, and stared silently at the scene in front of her. With a look of horror on her face, she took it all in, before slowly walking over to Rory (around the Dalek), and kneeling down beside him, where he cradled Spidey in his lap.

She rested a hand on Rory's arm. "I'm sorry," she whispered, while looking sadly at Spidey's prone form.

The Doctor was standing back glaring at the Dalek while all this was happening, as it stood in front of them, wiggling around its destroyed weapon in confusion, while looking as if it didn't know what to do without it.

"How dare you," the Doctor simply growled, in a low tone. "He was just a kid! He had a heart a thousand times better than any Dalek could ever have, and you just shot him, like you always do. Well, I guess that's what a Dalek is, isn't it? A mindless killing machine!" he seethed.

" ** _Must,"_** the Dalek started, as it began to extend its plunger towards Spidey.

"Oh, no you don't," the Doctor said, as he stormed forward and pushed the Dalek back with his foot. "Don't you dare lay a filthy hand on him!" he fumed.

The Doctor then pulled his sonic screwdriver out. "Now, I don't know what he did to destroy your gun like that, but he's damaged your shield, so let's see." he said, as he zapped the defenceless Dalek and ripped open a panel on its shell. "Oh yes, of course, you've been collecting nice little bits of DNA while you've been here haven't you?" he asked, as he pulled out a metal tray holding many different vials of blood.

The Dalek looked at him silently.

"Let me guess," he continued. "You crash here, (who knows how), and find yourself stuck. Can't get back so you decide to start going around stealing bits of technology (apparently mostly from this building) to start building a teleport to jump back to your own universe, am I right?" he asked, receiving silence as a reply. "But in the mean time, while you were here, you happened to notice something odd about some of the humans in this universe, and went to investigate. Only to find that here, they have discovered some incredibly powerful genetic possibilities that you thought you just couldn't miss, because you must have the power, right? Well, not anymore," he said, as he ripped out the vials and threw them over the other side of the room where they smashed on the floor.

"Farewell... and good riddance!" he shouted, before quickly pointing his sonic at the teleport and the Dalek disappeared in a sudden haze of blue light, shrinking until blinking out into nothingness, leaving the room in complete silence behind it. Gone... just like that.

 **...**

 **"Hides behind couch"**

 **You'll find out what happens next week :) Cya :)**


	14. Chapter 14

**Hey, we're coming to the end of the story now. It's been quite the journey with you all, this being the very first full story I've written, and I hope that these last few chapters bring you enjoyment to read :) And please, if you have read this, do tell me your thoughts in a review at the bottom of the page, even if it's just a few words, it would mean the world to me :) I always appreciate knowing others thoughts on the work I spent a lot of time and effort writing. Thankyou.**

 **Now, read, read, read :) :)**

 **Disclaimer: I own nothing**

 **Ps, I'd just like to mention that I know nothing about medical stuff. And sorry if anything's incorrect. It is fantasy after all :)**

 **...**

Rory didn't even look up as the Dalek disappeared, as he continued to weep and cradle Spidey, rocking backwards and forwards slightly.

His forehead was now pressed against Spidey's, and Amy, who also now had tears in her eyes, was gently stroking Rory's arm comfortingly.

The room only possessed a cold, lonely, and empty feel to it now, as if the very life had been sucked out of it, as they sat in silence.

The Doctor stood there, screwdriver still loosely held in one hand by his side, staring at the space where the Dalek had been, a distant, lost look in his eye, before he finally, slowly, turned around to look at the scene behind him.

With a look of great sorrow, he flopped down heavily on the ground to sit on the other side of Spidey.

Amy looked at him briefly, expressing her sadness, before turning back to Rory again. The Doctor looked over Spidey's form with sad guilt, before sensitively reaching a hand out and cupping the side of his face.

"I'm sorry," he said softly to him, breathing in deeply, before pulling his hand away.

The group just sat there in silence for what could have been mere minutes, or hours, softly mourning over Spidey. The Doctor kept his head down, while Rory continued to cry, holding him close to his chest. Amy sat at Rory's side, gently rubbing his back in small circles while gazing silently at Spidey, gentle tears falling from her eyes and trickling over her nose every now and then. And for all this time, not a sound, or a movement, bothered them.

"You know, he may just have saved the entire universe. If that Dalek had got out with that stuff..." the Doctor said, cutting off to give them the picture.

Rory just cried harder, "but, but, we just killed Spider-Man. Oh God, we just got Spider-Man killed!" Rory said in distress, the situation sinking in.

The Doctor just looked down sorrowfully, before looking back up again, "I know, I know Rory, but he sacrificed himself. He sacrificed himself to allow us to stop it. He saved us Rory, along with countless other lives," he said, trying to make Rory feel at all better, if he could.

"It still doesn't make it right though," Rory said.

"No, no it doesn't, but there's nothing we can do about it now. These things happen, even as much as it pains me to say it," he gently reached forward and placed a hand on Rory's arm. "But he did the right thing Rory; he was a hero, and a very good one at that. And you know, you were right, with what you said before, he was a lot like me," the Doctor said, with a small smile.

Rory smiled slightly with a small huff. "Yeah, he was," he said, stroking Spidey's masked face with a finger.

The Doctor smiled slightly, giving him a pat, before standing up with a groan and walking over to the teleport. "Well, I guess we'd better take this with us, can't exactly leave it here," he said, while beginning to fiddle with it again.

Rory just looked out over towards the door with a sigh, before, all of a sudden, he was startled out of his thoughts by a sudden moan sounding from close to his ear.

Rory's eyes widened and his face slackened in shock, before he whipped his head down to look at Spider-Man, who was miraculously moving slightly in his arms.

Spidey moaned again, moving his head to the side a bit, and Rory started breathing in ragged gasps.

"DOCTOR!" he yelled at the top of his lungs, jolting the Doctor out of whatever he was doing, as he continued to stare at Spidey's awakening form in shock. He was sure there had been no pulse before, but in his distress, Rory had failed to detect the slow pulse still beating in him, along with his shallow breaths.

The Doctor crashed to the floor next to Spider-Man, taking in the scene in amazement, before quickly scanning him with his sonic and placing a hand next to Rory's on Spidey's neck, checking for a pulse. "No, there's no way, there's no... Rory, he's alive!" the Doctor stated, at a loss for words.

Amy sat watching the scene before her in open-mouthed astonishment. "You failed to notice he had a pulse all this time?!" she yelled, as the Doctor and Rory proceeded to try and get Spidey's attention.

"Hey Spidey, Spidey can you hear me?" Rory asked, tightening his hold on the wall crawler and leaning further over him.

Spidey groaned again and lifted a hand up towards his face. "Ow, tazer webs, not one of my best ideas, yeow," Spidey said, causing Rory and the Doctor to look at each other.

"Spidey, what happened? Can you look at me?" Rory asked, continuing to monitor his pulse.

"Huh?" Spidey asked, moving his head so that his huge bug eyes were looking directly at him. "Oh that. I just figured that maybe if I blocked the gun it would blow up. So I decided to use webbing to block the shaft while it was firing so much, and just thought that if I used my tazer webs, it would have a greater chance of being effective, and may cause the Dalek more damage. So, I gave it a shot. Only, it meant I got caught in the explosion. Did it work? Where is the Dalek anyway?" Spidey asked, while trying to sit up a bit, looking around.

"You tazered yourself..., in order to stop the Dalek," Rory summarised, more confirming it to himself than anyone else.

"Yup, pretty much. And ow it hurt, never doing that again," Spidey babbled, while rubbing his head.

"We thought you were dead!" Amy suddenly blurted out for them, staring at Spidey in distress.

Spidey seemed to stop at this, before looking over at Amy, taking in her wet and red eyed appearance for the first time, before looking back at Rory, and seeing the obvious evidence of tears and mourning on his face. And then, and only then, did he finally notice the position he was lying in, still being held in Rory's arms, with a hand placed on his neck. Spidey gulped, realisation dawning on him.

His mouth opened and closed for a minute, unsure of what to say, before blurting out, "I'm sorry!"

They all just seemed to consider this for a minute, the Doctor silently watching him. He felt surrounded by them in this small circle on the floor, and all of a sudden, had a wave of terrible guilt wash over him. "You thought I was shot by the Dalek," he realised, deflating a little.

Rory just silently nodded, while Amy looked away. The Doctor remained eerily silent.

"Hey, I'm sorry. I'm really, really sorry. I didn't mean to scare you. I thought... I didn't think you would think I was dead, I didn't realise, I'm so sorry. Look, I'm fine," he desperately apologised, while moving to try and stand up.

"No, no don't get up. Don't get up just yet," Rory said, while trying to keep him down.

"I'm fine; really, it was just a little electricity," Spidey said, continuing to try and sit up.

"No stay down! Please! Just stay down for a bit while you recover, I'm a nurse," Rory told him, reassuringly. "Please," he begged. "I want to make sure you're alright first," he explained.

"Ok," Spidey complied, after looking at him for a minute, and allowed himself to lay back.

"Right, are you dizzy, any headache at all?" Rory asked.

"Only a little," Spidey answered.

"Doctor, can I have your stethoscope please?" Rory asked.

"Ah, yes sure," the Doctor answered, quickly fumbling to alert, searching for it. He finally pulled it out and handed it to Rory, who took it in his now free hand, while the other supported Spidey's back, and quickly put it in his ears, rubbing the metal in his hand to warm it for a second.

"Ok," he said, before placing it on Spidey's chest. He listened for a second, before seeming to be satisfied. "Right," he said, before moving it lower over Spidey's lungs. "Breath in for me," he said, and Spidey quickly complied, taking a deep breath before letting it out, and repeating it again for the other side.

"Ok, breathing's good and your heart rate's fine," he announced, before moving his hand up in front of Spidey's face. "How many fingers am I holding up?" he asked.

"Ah, two," Spidey answered.

"Good," Rory said, before shaking his head and removing the stethoscope from his ears. "I have no idea how you can heal so fast," he said.

Spidey chuckled "So, are you satisfied that I'm still alive and not a corpse yet, nurse?" Spidey joked.

"Yeah, satisfied," Rory said, letting him up.

"Oooooo," Spidey said, while throwing his neck back, arching his back, and stretching his arms. A few audible pops sounded, before he shook his head, stood up straight, and slipped the band with the ear piece on it off his head, handing it back to the Doctor.

"So," he said, after a moment of thought, "what _did_ happen to the Dalek?" he asked, looking back at them.

"Ah well, you kind of blew its gun up. And then I sent it back where it came from, using the teleport, in anger over your death," the Doctor admitted.

Spidey laughed. "Ha, I would've loved to see that, that _would_ have been something. Nice to know I'm loved," he teased, with a hidden smile.

Everyone just went silent and looked away at this.

"Eoh, well, anyway," Spidey said, before falling into awkward silence himself.

"Well, I guess we'd better take this thing to the TARDIS with us and disappear, before the rest of the cops discover your present, or the webbing dissolves and they all start snooping," the Doctor said, causing everyone to giggle slightly at the thought of those poor cops hanging from the ceiling. He went over to unplug the teleport.

A few minutes later he was done, teleport securely held in his arms. "Well, come along then, might as well go for one last adventure through these halls," he said, as he began to lead them back to the TARDIS.

 **...**

 **Hehehehe, of course I didn't kill Spidey :P I would never kill Spidey! :o**

 **See you next week :)**


	15. Chapter 15

**Hello there. It saddens me to say that this is the final chapter, so, I really hope you enjoy it! And please, please do review, and tell me what you thought of this story as a whole. It would mean a lot to me. Also, don't worry too much because if you like this story and want a sequel, tell me in the comments! If I get at least five people interested in a sequel, I'll write one :)**

 **Now, happy reading! And hopefully I'll see you again soon :)**

 **Disclaimer: I do not own Doctor Who or Spider-Man**

 **...**

When they finally arrived back at the room where the TARDIS was, they were greeted with quite a sight, as the cops were all at different stages of trying to cut themselves free of the webbing, with the incredibly awkward help of other officers and fire-fighters. Some appeared to be in rather uncomfortable positions.

"Oop," Spidey said, ducking behind the other three in an effort to hide himself.

"You!" someone yelled, and the police officer from before came marching towards them holding up an accusing finger. "You are under arrest for interfering with an important police investigation and the harassment of officers," he fumed. And now that he was closer, they could see he still had bits of web stuck to him.

Spidey tried to shrink down further behind them.

"Hello officer," the Doctor began cheerily, "sorry for the misunderstanding, but we have sorted out the problem for you and..."

"That includes you too!" the officer cut him off.

"Oh, I'm sorry, but my friend here only tied you up for your own safety, so you wouldn't get caught up in danger. Trust me, we are on official top secret business and the situation has been dealt with," the Doctor said confidently, while flashing him his psychic paper.

"Oh, oh sorry sir, I apologise sir," the officer said, in surprise.

Spidey looked shocked at his reaction, eyebrows rising, but didn't say anything as the Doctor continued.

"It's all cleaned up for you now. Although, err, you might find a few trashed rooms and damage around the building. Sorry about that," the Doctor apologised awkwardly.

The man just looked at him, lost for words.

"Well then, I guess we'd best be off. Nice meeting you officer," he said, as they began to slowly walk past, nodding at him as they went.

"Not you," the man suddenly said, as he threw out an arm in front of Spider-Man, blocking his path. "You're still under arrest," he stated.

"Oh come on," Spidey complained. "I just helped save dozens of lives and now you want to arrest me? When will this ever stop!" he moaned.

"When you're arrested," was the blatant reply.

"Oh, no can do officer. Places to be, people to see...lives to save, you know. The work of a superhero is never done," Spidey said, chirpily.

"He's with us, let him go officer. He's done nothing to harm you, and he _did_ do a lot of good here,' the Doctor vouched for him.

The officer just looked between them all for a second, before speaking up. "Fine," he said, "but we will get you one day," he added, with an accusing finger pointed at Spider-Man, before grumpily moving back to the others, mumbling to himself.

"Thanks, I owe you one," Spidey said, turning to them thankfully with a slight lift of his shoulders and upwards hand motion.

"No problem kiddo," the Doctor said, patting him on the head, before they all walked over to the TARDIS and waited while the Doctor unlocked the door.

"So, what happens now?" Spidey asked, watching him.

"Well, now we put this thing somewhere safe and go home," the Doctor said, motioning to the teleport. "The TARDIS should be all charged up by now and ready to go," he added looking at the box.

"Right, soo..." Spidey said, looking down. "I guess this is goodbye then?" he asked, looking back up at them.

"Yeah," the Doctor said, with a smile, as they were all still standing at the door, smiling at him slightly, not yet having entered.

"You know you saved the universe back there right?" the Doctor asked him proudly.

"All in a day's work," Spidey replied.

"No really, you did a good job," the Doctor encouraged.

Spidey just sighed. "Yeah, yeah," he said, fidgeting on his feet.

"We don't often get praised," the Doctor said softly, and Spidey snapped his head up in confusion. "Being a hero, it's not easy; especially being a lone one," the Doctor enlightened, as Spidey watched him, listening. "But it's worth it you know, all the heartache and pain," he encouraged.

Spider-Man just looked down.

The Doctor sighed. "I can tell you suffer, that's why you make jokes, to lighten the mood. But even when times are dark and no one seems to appreciate you," he said, motioning to the policeman as an example, "just think of all the people living happily because of all the good you do, it will help you continue on. And one day, they will recognise and appreciate you, just like they did me, but it'll take time. So be patient, and always stay true," he finished, with a smile.

Spidey stood there, taken aback. "Ah wow, that was, quite a speech there Doc," he said.

"It was, wasn't it? I'm not always so soppy," the Doctor said.

They all giggled a little.

"Some people mightn't agree with that," Rory laughed.

"Yeah well, you're not alone either Doctor, and you didn't get me killed, I didn't die," Spidey said. "I saw the guilty look in your eyes when I woke up," he enlightened. "And often I feel the same way about the people in my life," he added, seeming to become a bit glum. "But not always, it doesn't always happen. And if you ever need help again, for any reason, feel free to come get me," Spidey offered.

"I'll keep that in mind," the Doctor said, smiling.

There was silence for a second.

"Right, so, I guess it's goodbye then. It was nice meeting you Spider-Man," the Doctor announced, shaking Spidey's hand, before disappearing back into the TARDIS.

"Cya," Amy said, smiling kindly, while giving him a hug.

"Take care of yourself," Spidey replied.

"I will," she responded.

Spidey sighed, and stepped in front of Rory. "Hey, it was nice meeting you, Rory," he said.

"You too Spidey, and take care of yourself, wont you? And don't get into too much trouble," Rory said.

Spidey giggled. "I won't," he said, and held his fist up, which Rory gladly bumped.

"Oh, and I'd like to give you this," Spidey said, while pulling one of his gloves off, "for looking after me, even though I didn't need looking after." He laughed, while handing the astonished Rory the glove. "And that way, you'll have a relic from the _real_ Spider-Man back where I don't exist," he said jokingly.

Rory laughed, "Wow, thanks. You sure you don't need this?" he asked.

"Na, I've got tons of backups, it's no problem for me," Spidey answered happily, before leaning forward and giving him a big bear hug.

"Right, well, I hope we get to see you again some time," Rory said, backing into the TARDIS, while holding the glove to him like it was gold. Spidey chuckled at this.

"Yep, cya," he said, with a wave. The doors then closed, and he stepped back a bit.

Before long, an invisible wind started to blow, and the sound of the ancient engines started up. The light on the top of the TARDIS flashed as it slowly started to disappear, causing Spidey's spider-sense to buzz, before it faded away altogether.

"That... is cool," Spidey commented, before an eruption from the police sounded behind him.

"Oops, gotta go," he said, as he jumped out the window.

...

The sun was starting to set as Spidey began to swing his way home. The cool night air rushed past him as he once again moved and flipped his way along with grace, the sky lighting up with oranges, purples, and pinks being displayed on the light fluffy clouds in the slowly fading light.

The water on the river flickered and reflected with the colours as he rode on the top of a small car across a bridge. And he was surprised to find himself feeling oddly peaceful and content as the cities lights started to turn on, not a depressing thought in his mind. For he now knew that there was something bigger out there in the few stars that were starting to appear in the sky, and that he, and everyone else, were a part of it. He thought of the Doctor, Amy and Rory, out there somewhere in the stars saving people, just like he was doing down here, and it all added up to the bigger picture.

He soon swung off into the suburban areas and before long, found himself back at the residency of Queens, Forest Hills, walking up to his front porch, where the outside light was on, dressed in his normal hoodie and jeans, with a black backpack on his back.

"Aunt May, I'm home!" he called, as he opened the front door of his house with a smile.

 **...**

The End

 **...**

 **Hello again! Well, I hope you liked that ending, and before I go I'd just like to mention to anyone who's interested that I have another ongoing Spider-Man story called "Helping Hand". You can find it on my profile. So, if you want to read more of my work you can head over there :)**

 **Until next time! Have a nice day :)**


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